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4.3 Final Blue Sky Survey 401 EASTJACKSON STREET GRAY � ROBINSON SUITE 2700 BocA RATON POST OFFICE Box 3324.(33601-3324) FORT LAUDERDALE ATTORNEYS AT LAW TAMPA, FLORIDA 33602 Foiu' MYERS TEL 813-273-5000 GAINESVILLE FAX 8 13--27 3 5 145 JACKSONVILLE Kp,y WEST LAKELAND MELBOURNE MIAMI NAPLfS ORLANDO FINAL BLUE SKY SURVEY 'TALLAHASSEE TAMPA WASHINGTON,DC $41,340,000 WEST PALm BEACH MONROE COUNTY,FLORIDA Airport Revenue Bonds (Key West International Airport), Series 2022 GAIT) September 15, 2022 BofA Securities, Inc. PNC Capital Markets LLC c/o BofA Securities, Inc. 101 East Kennedy Boulevard, 2nd Floor Tampa, Florida 33602 Dear Sir or Madam: This Survey supplements and completes our Preliminary Blue Sky Survey dated August 18, 2022 (the "Preliminary Survey")prepared in connection with the issuance of the above-captioned Bonds. The Bonds may not be offered or sold to the public in jurisdictions identified in the Preliminary Survey where there are required registrations,filings or actions for qualification. No filings or other actions have been taken since the date of our Preliminary Survey relating to the sale of the Bonds and reference is made thereto for other information concerning the sale of the Bonds. This Survey is subject to the assumptions, limitations, qualifications and exceptions contained in the Preliminary Survey, including our cover letter thereto, and should be read in conjunction therewith. Very truly yours, GRAYROBINSON, P.A. www.gray-r-obinson.com Bo(,.A RATON 401 EAST JACKSON STREET FOR7,LAUDERDALE SUITE 2700 FORTMYL,76 1A, Y 'R 0 B I S` POST OFFICE Box 3324 (33601-3324) GAimsVILLE TAMPA, FLORIDA 33602 s v", TEL 813-273-5000 JACKSONVILLE' FAX 813-273-5145 K)�y gray-robinson.com LAKLLAND ME'LBOURNE' MIAMI NAPLES ORLANDO TALLAHASSFE TAA4i,A WASHINGYoN,DC IFESTPAi,m Bi,,,A('H PRELIMINARY BLUE SKY SURVEY $36,670,000- MONROE COUNTY,FLORIDA Airport Revenue Bonds (Key West International Airport), Series 2022 (A MT) August 18, 2022 BofA Securities, Inc. PNC Capital Markets LLC c/o BofA Securities,Inc. 101 East Kennedy Boulevard, 2nd Floor Tampa, Florida 33602 Ladies and Gentlemen: In connection with the offering by Monroe County, Florida (the "Issuer" or the "County") of its $36,670,000*Airport Revenue Bonds(Key West International Airport),Series 2022(AMT)(the"Bonds"), we submit herewith our survey which summarizes our comments relating to the requirements of the securities or "blue sky" laws of the jurisdictions listed herein with respect to the offering and sale of the Bonds to the public by dealers or brokers registered or licensed in such jurisdictions and the offering and sale of the Bonds to dealers or brokers and certain other institutions as further described herein. We have prepared this survey as attorneys admitted to practice in Florida and have not obtained opinions of local counsel in other jurisdictions. Our survey is based upon the fact that the Issuer is a political subdivision of the State of Florida. Our survey is further based upon an examination of Section 18 of the Securities Act of 1933,as amended(the"Securities Act"),the statutes and regulations, if any,of the various jurisdictions as reported in standard compilations, upon informal interpretive advice obtained from representatives of certain securities commissions and upon the information contained in the Preliminary Official Statement dated August 18, 2022 (the "Preliminary Official Statement"),relating to the Bonds and furnished by the Issuer. It should be noted,however,that the securities laws of certain jurisdictions provide that the burden of claiming an exemption is upon the person claiming the exemption and that informal interpretive advice and "no action" letters are not necessary binding upon a court of law. Further, certain state securities commissions have not published their positions with respect to their right to collect the same filing fees at the same time they would have prior to the federal preemption of registration and merit review provisions of state securities laws with regard to specific types of securities pursuant to the National * Preliminary, subject to change. GRAYROBINSON PROFESSIONAL ASSOCIATION August 18,2022 Page 2 Securities Market Improvement Act of 1996, Public Law 104-290 (the "1996 Act"). Accordingly, such states could require such filing fees or could impose new requirements that are not prohibited by the 1996 Act during the course of the proposed offering of the Bonds. Our survey is subject to the broad discretionary powers of securities commissioners or other authorized officials to withdraw-or deny the exempt status accorded by statute to particular classes of securities, to require additional information and to issue stop orders or to revoke or to suspend permits where they have been granted. Our survey does not purport to cover the requirements or restrictions, if any,with respect to the form or substance of any advertising or other materials used in connection with the Bonds or any resales of the Bonds by the purchasers thereof.In those jurisdictions where persons registered or licensed as dealers or brokers may sell the Bonds, it is assumed that such persons have complied with applicable statutes and regulations concerning dealers or brokers and concerning the registration or licensing of salesmen. We have assumed that all offers shall be made by means of the Preliminary Official Statement,and that no sales shall be made until such time as each offeree has received a copy of the final Official Statement relating to the Bonds. Any statement in our survey with respect to sales to banks, savings institutions, trust companies, insurance companies or the like refers only to the requirements of the securities laws relating to such sales and does not purport to cover the question of whether the Bonds will be legal for investment by such institutions. In view of the foregoing limitations, this Preliminary Blue Sky Survey is furnished only for the general information of the underwriters and is not to be relied upon as an opinion of counsel. Very truly yours, GRAYROBINSON, P.A. $36,670,000* MONROE COUNTY,FLORIDA Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) PRELIMINARY BLUE SKY SURVEY I. JURISDICTIONS IN WHICH SALES TO THE PUBLIC MAY BE MADE WITHOUT FILING OR FEES Offers and sales of the Bonds may be made to the public in any amount in the following jurisdictions without registration of the Bonds,filings,or payment of fees being made,subject to the specific requirement that the sellers must be dealers or brokers registered or licensed in the respective jurisdiction: Alabama Illinois Montana. Puerto Rico Alaska Indiana Nebraska Rhode Island Arizona Iowa New Hampshire South Carolina Arkansas Kansas New Jersey South Dakota California Kentucky New Mexico Tennessee Colorado Louisiana New York Texas Connecticut Maine North Carolina Utah Delaware Maryland North Dakota Vermont District of Columbia Massachusetts Ohio(2) Virginia Florida(1) Michigan Oklahoma West Virginia Georgia Minnesota Oregon Wisconsin Guam Mississippi Pennsylvania Wyoming Hawaii Missouri Idaho (1) Provided that no person directly or indirectly may offer or sell securities,other than general obligation bonds, under this subsection if the issuer or guarantor is in default or has been in default any time after December 31, 1975 as to principal and interest. (2) If the security is not payable out of a general tax,the security is exempt only if,at the time of its first sale in this jurisdiction,there is no default in the payment of any of the interest or principal of the security,and there are no adjudications or pending suits adversely affecting its validity. Offers and sales of the Bonds may be made to the public in the following jurisdictions only if certain requirements have been satisfied with respect to the registration of the Bonds and/or the completion of certain notice filings. It is our understanding that no such action has been taken; therefore, no offers or sales of the Bonds may be made to anyone in such jurisdictions other than in exempt transactions as set forth more fully in Part 11 hereof. Nevada Washington Preliminary,subject to change. 3 II. SALES TO DEALERS In addition to the offers and sales of the Bonds which may be made as indicated in Part I herein, offers and sales of the Bonds may be made in any amount to dealers or brokers registered or licensed in the following jurisdictions, subject to the qualifications indicated in the Bonds, without registration of the Bonds or any filings being made to qualify the Bonds in the respective jurisdictions. Subject to the qualifications indicated below, such offers and sales may be made by dealers or brokers registered or licensed in the respective jurisdictions and by persons not so registered or licensed. Alabama Idaho(8) Missouri(13) Pennsylvania(22) Alaska(1) Illinois Montana Puerto Rico(3) Arizona(2) Indiana(9) Nebraska(30) Rhode Island(23) Arkansas(3) Iowa(10) Nevada(14) South Carolina(24) California(4) Kansas New Hampshire(15) South Dakota(25) Colorado(5) Kentucky New Jersey(16) Tennessee(26) Connecticut(6) Louisiana New Mexico(17) Texas(27) Delaware(6) Maine(11) New York(18) Utah(3) District of Columbia(7) Maryland(12) North Carolina(19) Vermont(28) Florida Massachusetts(3) North Dakota Virginia Georgia Michigan(12) Ohio Washington Guam(3) Minnesota(6) Oklahoma(20) West Virginia(3) Hawaii(3) Mississippi(3) Oregon(21) Wisconsin(29) Wyoming(3) (1) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer, other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part III,or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not effect more than fifteen transactions at the initiation and direction of the customer and on behalf of the residents of this jurisdiction and does not direct any offers initiated by the person to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in Part III. (2) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or(ii) has no place of business in this jurisdiction and sells or offers to sell securities exclusively to dealers registered in this jurisdiction, or(iii)buys or sells securities for his own account, not as part of a regular business. (3) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part III, or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than fifteen offers to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in Part I11, whether or not the offerors or offerees are then present in this jurisdiction. (4) Provided the offeror or seller (i) is registered as a broker-dealer in this jurisdiction, or (ii) is a broker-dealer registered under the Securities Exchange Act of 1934 who has not previously had any certificate denied or revoked under the California Corporate Securities Law of 1968 or any predecessor statute,has no place of business in this jurisdiction and does not direct offers to sell or 4 buy into this jurisdiction in any manner (a) to persons other than registered broker-dealers or institutions enumerated with respect to this jurisdiction in Part III or(b)to more than fifteen other customers (whether or not self-employed individual retirement plans) having an existing account with such broker-dealer prior to any offer made to them in this jurisdiction, during any period of twelve consecutive months, whether or not the offeror or any of the offerees is then present in the jurisdiction, or (iii) has no place of business in this jurisdiction if he effects transactions in this jurisdiction exclusively with the issuers of the securities involved in the transactions or other broker-dealers, or(iv)buys or sells securities for his own account,not as part of a regular business. (5) Provided the offeror or seller (i) is registered as a broker or dealer in this jurisdiction, or (ii) is registered as a broker-dealer under the Securities Exchange Act of 1934 and has no place of business in this jurisdiction,if the business transacted in this jurisdiction is exclusively with: issuers in transactions involving their own securities; other broker-dealers licensed or exempt from license requirements, except when acting as a clearing broker; financial or institutional investors; existing customers of the broker-dealer whose principal place of residence is not in this jurisdiction; and during any twelve (12) consecutive months, not more than five (5) persons in this jurisdiction, excluding persons otherwise described above. (6) Provided the offeror or seller (i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part 111. (7) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and: (a) effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with a depository institution, an insurance company, an investment company as defined in the Investment Company Act of 1940,a pension or profit sharing trust, or other financial institution or institutional investor; or (b) is licensed under the securities law of a state in which they maintain a place of business and offers and sells in this jurisdiction to a person who is an existing customer. (8) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part 111,or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than fifteen offers to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in Part 111. (9) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part 111,whether acting for itself or in a fiduciary capacity and whether or not the offeror or any of the offerees are then present in this jurisdiction. (10) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer, other dealers or brokers, or with institutions enumerated with respect to this jurisdiction in Part 111, or (iii) during any period of twelve (12) consecutive months,the broker-dealer does not effect transactions in this jurisdiction in any manner with more than three (3) persons other than issuer, other broker-dealers and institutions enumerated with 5 respect to this jurisdiction in Part I1I,whether or not the offeror or any of the offerees is then present in this jurisdiction. (l 1) Provided the offeror or seller(i)is licensed as a broker dealer in this jurisdiction,or(ii) is a broker dealer registered under the Securities Exchange Act of 1934 if in this jurisdiction are exclusively effected with:the issuer;other broker-dealers licensed in this jurisdiction or exempt from licensing, except when the broker-dealer is acting as a clearing broker-dealer;or with institutions enumerated with respect to this jurisdiction in ;Part III, or(iii)is a broker-dealer registered under the Securities Exchange Act of 1934 and licensed under the securities act of the state in which the broker dealer maintains its principal place of business, and has no place of business in this jurisdiction, if the broker dealer offers and sells in this jurisdiction to persons who are existing customers of the broker-dealer and who represent that they have no principal place of residence in this jurisdiction. (12) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940,pension or profit sharing trusts,or other financial institutions or institutional buyers, whether acting for itself or in a fiduciary capacity, or(iii) has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than fifteen offers to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated in (ii) above,whether or not the offeror or offerees are then present in this jurisdiction. (13) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (,ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through: (a) the issuer, or (b) other broker-dealers, or (c) with institutions enumerated with respect to this jurisdiction in Part 111, or (d) a nonaffiliated federal covered investment adviser with investments made under management in excess of one hundred million dollars acting for the account of others pursuant to discretionary authority in a signed record,or(e) a bona fide preexisting customer whose principal place of residence is not in this jurisdiction and the person is registered as a broker-dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence, or (f) a bona fide preexisting customer whose principal place of residence is in this jurisdiction but was not present in this jurisdiction when the customer relationship was established if. (1) the broker-dealer is registered under the Securities Exchange Act of 1934 or is not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer relationship was established and where the customer had maintained a principal place of residence, and(11)within 45 days after the customer's first transaction in this state,the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than 75 days after the date on which the application is filed, or, if earlier,the date on which the commissioner notifies the person that the commissioner has denied the application for registration or has stayed the pendency of the application for good cause,or(g)not more than three customers in this jurisdiction during the previous 12 months, in addition to those customers specified in (a) to (f) above and under (h), if the broker-dealer is registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker- dealer has its principal place of business, or(h) and other person exempted by rule adopted under this jurisdiction's act. 6 (14) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) is an issuer, except when effecting transactions other than with respect to its own securities, or (iii) is a depository institution. (15) Provided the offeror or seller (i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit sharing trusts, or other financial institutions or institutional buyers, whether the purchaser is acting for itself or in some other fiduciary capacity,or(iii) is a designated matching service,which must be deemed such by this jurisdiction's secretary of state. (16) Provided the offeror or seller (i) is registered or licensed as a broker-dealer in this jurisdiction or (ii) is a person who effects transaction in this jurisdiction exclusively in securities issued or guaranteed by the United States, any state, any political subdivision or instrumentality of the foregoing and any security issued or guaranteed by Canada, any Canadian province, any political subdivision or instrumentality thereof or any other foreign government with which the United States currently maintains diplomatic relations if the security is recognized as a valid obligation by the issuer or guarantor, or(iii) effects transactions in this jurisdiction exclusively with or through issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part III,whether acting for themselves or in a fiduciary capacity,or(iv)does not,during any period of twelve (12) consecutive months, effect more than fifteen (15)transactions with persons located within this jurisdiction, other than those enumerated with respect to this jurisdiction in Part III, or (v) does not effect transaction in more than five (5) customer accounts of this jurisdiction's residents,or(vi)effects transaction with persons who have no place of residence in this jurisdiction and who are temporarily located within this jurisdiction, if at the time of the transactions described in (iv), (v) and (vi) hereof, the broker-dealer has no place of business in this jurisdiction and is a member in good standing of a recognized self-regulatory organization and is registered in the jurisdiction in which the broker-dealer is located. (17) Provided the offeror or seller(i)is licensed as a.broker dealer in this jurisdiction,or(ii)is a broker- dealer registered under the Securities Exchange Act of 1934, has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with issuers,other broker dealers licensed in this jurisdiction, or with exempt from licensing or with institutions enumerated with respect to this jurisdiction in Part III, (iii) is a broker-dealer registered under the Securities Exchange Act of 1934, has no place of business in this jurisdiction and is licensed under the securities act of the jurisdiction in which the broker-dealer maintains a place of business, if the broker-dealer offers and sells in this jurisdiction to persons who are existing customers of the broker-dealer and whose principal place of residence is not in this jurisdiction,or(iv)is a depository institution(as defined in Part III) engaged in its regular course of business. (18) Provided the offeror or seller is registered or licensed as a dealer or broker in this jurisdiction and sells or offers to sell only to other dealers or brokers registered or licensed in this jurisdiction. (19) Provided that the offeror or seller(i)is registered or licensed in the jurisdiction,or(ii)has no place of business in the jurisdiction and: (a) effects transactions in this jurisdiction exclusively with or through issuer, other broker-dealers or with banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940,pension or profit sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or in a fiduciary capacity; or (b) is registered as a dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and in one or more states and during any period of twelve consecutive months does not effect more than fifteen purchases or sales 7 in this jurisdiction in any manner with persons other than those specified in(a) hereof, whether or not the dealer or any of the purchasers or sellers is then present in this jurisdiction. (20) Provided the offeror or seller (i) is licensed as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and(a)effects transactions in this jurisdiction exclusively with issuers of securities involved in the transactions, other broker-dealers, or with financial or institutional investors, whether acting for themselves or as trustees, or (b) is licensed under the securities act of the jurisdiction in which the broker-dealer maintains a place of business, if the broker-dealer offers and sells in this jurisdiction to persons who are existing customers of the broker-dealer and whose principal place of residence is not in this jurisdiction, or(c) during any consecutive twelve-month period does not direct more than fifteen offers or sales in this jurisdiction to persons other than financial or institutional investors,whether or not the offerors or offerees are then present in this jurisdiction, so long as that person is licensed under the laws of the state in which he or she maintains a place of business. (21) Provided the offeror or seller(1) is registered or licensed as a dealer or broker in this jurisdiction, or(ii) is a financial institution or trust company, or(iii) is holding an association described in (ii) and is a bank holding company, a savings and loan holding company as defined in The National Housing Act, subsidiaries or affiliates of the foregoing, subsidiaries or affiliates of one of the institutions described in (ii) if the appropriate statutory regulatory authority is exercising control over, or is regulating or supervising the person in the sale of securities in accord with the of this jurisdiction's securities law, or (iv) a person who has no place of business in this jurisdiction effecting transactions in this jurisdiction exclusively with broker dealers,or(v)is a person effecting sales exempted by this jurisdiction's transaction exemption, or (vi) is a salesperson, or (vii) is a person licensed as a mortgage banker or a mortgage broker when effecting sales of securities involving real estate. (22) Provided the offeror or seller (i) is registered as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers,registered broker-dealers or with a person licensed as a real estate broker or agent under the Real Estate Brokers License Act of 1999,as amended and whose transactions are isolated and incidental to that business, or (iii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through registered broker dealers or with institutions enumerated with respect to this jurisdiction in Part III, or (iv) is a broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any certificate denied or revoked under the Pennsylvania Securities Act of 1972 or any predecessor statute, has no place of business in this jurisdiction,and,during any period of twelve consecutive months, does not direct offers to sell or buy into this jurisdiction in any manner to persons other than registered broker-dealers or institutions enumerated with respect to this jurisdiction in Part 111, or governmental agencies and other instrumentalities designated by regulation of the Pennsylvania Securities Commission,or to more than five other customers in this jurisdiction,whether or not the offeror or any of the offerees is then present in this jurisdiction. (23) Provided the offeror or seller (i) is licensed as a dealer or broker in this jurisdiction, or (ii) is a broker-dealer registered, or, exempt from registration under the Securities Exchange Act of 1934, has no place of business in this jurisdiction and either (a) effects transactions in this jurisdiction exclusively with other broker-dealers licensed or exempt from licensing in this jurisdiction or with institutions enumerated with respect to this jurisdiction in Part 111, or (b) is licensed under the securities laws of a state in which the broker-dealer maintains a place of business and such broker- dealer offers and sells in this jurisdiction to a person who is an existing customer of such broker- dealer and whose principal place of residence is not in this jurisdiction, provided, however,that a. broker-dealer who deals solely in government securities and who is not registered under the 8 Securities Exchange Act of 1934 will not be exempt from licensing unless he or she is subject to supervision as a dealer in government securities by the federal reserve board. (24) Provided the offeror or seller(i)is registered as a broker or dealer in this jurisdiction, or(ii) is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 and has no place of business in this jurisdiction,if:(a)the transactions effected by the broker in this jurisdiction are exclusively with the issuer of the securities involved in the transactions, other broker-dealers licensed or exempt from license requirements,financial or institutional investors;or(b)the broker- dealer is licensed under the securities act of a state in which the broker-dealer maintains a place of business and the broker dealer offers and sells in this jurisdiction to a person who is an existing customer of the broker-dealer and whose principal place of residence is not in this jurisdiction; or (c) the broker-dealer is licensed under the securities act of a state in. which the broker-dealer maintains a place of business and during any twelve (12) consecutive months, does not effect transactions with more than five(5)persons in this jurisdiction in addition to transactions with the issuers of the securities involved in the transactions, financial or institutional investors, or other broker dealers,whether or not the offeror or an offeree is then present in this jurisdiction,provided, however, that a broker-dealer who deals solely in government securities and who is not registered under the Securities. Exchange Act of 1934 will not be exempt from licensing unless he or she is subject to supervision as a dealer in government securities by the federal reserve board. (25) Provided the offeror or seller(i) is registered in this jurisdiction or(ii)has no place of business in this jurisdiction and(a) effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part III or (b) is licensed under the securities laws of the jurisdiction in which the broker-dealer maintains a place of business and the broker-dealer offers and sells in this jurisdiction to persons who are existing customers of such broker-dealer and whose principal residence is not in this jurisdiction. (26) Provided the offeror or seller(i) is registered or licensed as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and is registered as a broker-dealer with the Securities and.Exchange Commission or the National Association of Securities Dealers if(a) the person effects transactions in this jurisdiction exclusively with or through issuers, other broker- dealers or with institutional investors as defined in Part I1I, or (b) during any period of twelve consecutive months does not effect more than fifteen transactions is securities from, in, or into this jurisdiction other than to persons described herein. (27) Provided the offeror or seller sells or offers to sell to any registered dealer actually engaged in buying and selling securities. (28) Provided the offeror or seller (i) is licensed as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with issuers of securities involved in the transactions or other broker-dealers exempt under this act, or (iii)is a sales representative, a depository institution, or an issuer. (29) Provided the offeror or seller(i)is registered as a broker dealer in this jurisdiction,or(ii) is a bank, savings institution or trust company, when effecting transactions for its own account or as agent. (30) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in Part 111,or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than five offers to sell or buy into this 9 jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in Part III. M. SALES TO CERTAIN INSTITUTIONS In addition to the offers and sales of the Bonds which may be made as indicated in Part I herein, offers and sales of the Bonds may be made in any amount to the specified institutions in the following jurisdictions, subject to the qualifications indicated in the Bonds, without registration of the Bonds or any filings being made to qualify the Bonds in the respective jurisdictions subject to the qualifications indicated in the Bonds,such offers and sales may be made by dealers or brokers registered or licensed in the respective jurisdictions and by persons not so registered or licensed. The status of the Bonds with respect to eligibility for investment by the institutions mentioned herein is not covered in this Blue Sky Survey. Alabama(1)....................... Any bank, savings institution, credit union, trust company, insurance company,investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer. Alaska(2).......................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer. Arizona(3)........................ Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer. Arkansas (4)...................... Any bank,savings institution,savings and loan association,trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer. California(5)..................... Any bank, savings and loan association, trust company, insurance company, investment company registered under the Investment Company Act of 1940,pension or profit sharing trust(other than a pension or profit- sharing trust of the issuer, a self-employed individual retirement plan, or individual retirement account), or such other ,institutional investor or governmental agency or instrumentality designated by rule of the California Commissioner of Corporations,whether the purchaser is acting for itself or as trustee or to any corporation with outstanding securities registered under Section 12 of the Securities Exchange Act of 1934,or any wholly owned subsidiary of such a corporation which after the offer and sale will own directly or indirectly 100 percent of the outstanding capital stock of the issuer; provided the purchaser represents that it is purchasing for its own account(or for such trust account) for investment and not with a view to or for sale in connection with any distribution of the security. 10 Colorado(6)(7).................. Any financial or institutional investor. Connecticut(8).................. Any bank and trust company, national banking association, savings bank, savings and loan association, federal savings and loan association, credit union,federal credit union,trust company,insurance company,investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Delaware(8)...................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer. District of Columbia(9)..................... A depository institution,insurance company,separate account of insurance company, investment company registered under the Investment Company Act of 1940,a business development company as defined in the Investment Company Act of 1940, an employee pension, profit sharing, or benefit plan, if. the plan has total assets in excess of$5 million; or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered of exempt from registration under the Investment Advisers Act of 1940, a depository institution,or an insurance company, a "qualified institutional buyer" as defined in SEC Rule 144A, a broker- dealer, an accredited investor as defined in SEC Rule 501(a), a limited liability company with net assets of at least $500,000, whether acting for itself or for others in some fiduciary capacity. Florida............................... Any bank or trust company, savings institution, insurance company, dealer,investment company as defined by the Investment Company Act of 1940, or pension or profit sharing trust, or qualified institutional buyer as defined by rule of the Florida Department of Banking and Finance in accordance with Securities and Exchange Commission Rule 144A, whether any of such entities is acting in its individual or fiduciary capacity; provided that such offer or sale of securities is not for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of the Florida Securities and investor Protection Act. Georgia.............................. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940 as now or hereafter amended, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, or other financial institution, whether the purchaser is acting for itself or in some fiduciary capacity. Guam(4)........................... Any bank, savings institution, trust company, insurance company, investment company as defined in.the Investment Company Act of 1940, 11 pension or profit sharing trust, or other financial institution or institutional buyer whether, the purchaser is acting for itself or in some fiduciary capacity. Hawaii (4)(10)................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Idaho (11).......................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Illinois(12)........................ Any corporation,bank, savings bank, savings institution, savings and loan association, trust company, insurance company, building and loan association,pension fund,pension trust,or employees'profit-sharing trust, other financial institution or institutional investor,government or political subdivision or instrumentality thereof, whether the purchaser is acting for itself or in some fiduciary capacity; any partnership or other association engaged as a substantial part of its business or operations in purchasing or holding securities; any trust in respect of which a bank or trust company is trustee or co-trustee;any entity in which at least 90%of the equity is owned by persons described under subsection C, H, or S of Section 4(5l4) of the Illinois Securities Law of 1953; or any employee benefit plan within the meaning of Title I of the Federal ERISA Act if(i)the investment decision is made by a plan fiduciary as defined in Section 3(21) of the Federal ERISA Act and such plan fiduciary is either a bank, savings and loan association, insurance company, registered investment adviser or an investment adviser registered under the Federal 1940 Investment Advisers Act, or(ii)the plan has total assets in excess of$5,000,000, or(iii) in the case of a self-directed plan, investment decisions are made solely by persons that are described under subsection C, D,H or S of Section 4(5I4) of the Illinois Securities Law, or to any plan established and maintained by,and for the benefit of the employees of any state or political subdivision or agency or instrumentality thereof if such plan has total assets in excess of$5,000,000,or to any organization described in.Section 501(C)(3)of the Internal Revenue Code of 1986, any Massachusetts or similar business trust,or any partnership,if such organization,trust,or partnership has total assets in excess of$5,000,000. Indiana(13)....................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in a fiduciary capacity. Iowa(14)........................... Any bank, savings and loan association, credit union, trust company, insurance company, investment company as defined in the Investment 12 Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Kansas............................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer. Kentucky........................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Louisiana........................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, as now or hereafter amended, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, or other financial institution, whether the purchaser is acting for itself or in some fiduciary capacity. Maine (15)(16).................. Any financial and.institutional investor. Maryland (17).................... Any investment company as defined in. the Investment Company Act of 1940,an investment adviser with assets under management of not less than $1,000,000,a bank,trust company,savings and loan association,insurance company; employee benefit plan with assets of not less than $1,000,000, governmental agency or instrumentality, whether acting for itself or as a trustee or as a fiduciary with investment control, or other institutional investor as designated by rule or order of the Maryland Securities Commissioner. Massachusetts(4)(18)....... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Michigan(17).................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940; the federal national mortgage association,the federal home loan mortgage corporation or the government national mortgage association; pension or profit-sharing trust, the assets of which are managed by an institutional manager;the Treasurer of the State of Michigan,other financial institution, whether the purchaser is acting for itself or in some fiduciary capacity, or a lender approved by the federal housing administration and who has satisfied any additional requirements established by the Michigan Securities Administrator by rule or order. 13 Minnesota(8)(19).............. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Mississippi (4)................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Missouri(20)(2 1).............. Any institutional investor. Montana............................. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. Nebraska(22)(42)............. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, an individual accredited investor, whether the purchaser is acting for itself or in some fiduciary capacity. Nevada(23)(24)................ Any financial or institutional investor. New Hampshire(25)......... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1.940, pension or profit sharing trust, a venture capital company which operates a small business investment company under the Small Business Investment Act of 1958, as amended, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. New Jersey(26)................. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. New Mexico(27)(28)........ Any financial or institutional investor. North Carolina(29).......... Any entity which has a net worth in excess of$1,000,000 as detenuined by generally accepted accounting principles; bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity. 14 North Dakota..................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or similar benefit plan, or other financial institution or qualified institutional buyer. Ohio................................... Any corporation, bank, insurance company, pension fund or pension fund trust,employees'profit-sharing fund or employees'profit-sharing trust, or any association engaged, as a substantial part of its business or operations, in purchasing or holding securities, or any trust in respect of which a bank is trustee or co-trustee. Oklahoma(30) .................. Any financial or institutional investor. Oregon (3 1)....................... Any bank, savings institution, trust company, insurance company, investment company, pension or profit-sharing trust, or other financial institution or institutional buyer(including but not limited to(i)the Federal National Mortgage Association; (ii) the Federal Home Loan Mortgage Corporation; (iii) the Federal Housing Administration; (iv) the United States Department of Veterans' Affairs-, (v) the Government National Mortgage Association)or a mortgage broker or mortgage banker,whether the purchaser is acting for itself or in a fiduciary capacity when the purchaser has discretionary authority to make investment decisions. Pennsylvania(32)(33)....... Any institutional investor,whether the buyer is acting for itself or in some fiduciary capacity. An "institutional investor" is defined to include any bank, insurance company, pension or profit-sharing plan or trust, investment company as defined in the Investment Company Act of 1940, or any person other than an individual,which controls any of the foregoing, the Federal Government, state or any agency or political subdivision thereof, except public school districts of the State of Pennsylvania, or any other person so designated by regulation of the Pennsylvania Securities Commission. Puerto Rico (4).................. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of Puerto Rico, pension or profit-sharing trust, or other financial institution or institutional buyer whether the purchaser is acting for itself or in some fiduciary capacity. Rhode Island(34).............. Any financial or institutional investor. South Carolina(35)........... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer whether the purchaser is acting for itself or in some fiduciary capacity. South Dakota(36)............. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, 15 pension or profit sharing trust, or other financial institution or institutional buyer whether the purchaser is acting for itself or in some fiduciary capacity. Tennessee(37) .................. Any bank, unless the bank is acting as a broker-dealer, trust company, insurance company, investment company registered under the Investment Company Act of 1940,as amended,a holding company which controls any of the foregoing, a trust or fund over which any of the foregoing has or shares investment discretion, a pension or profit-sharing plan, an institutional buyer (as may be further defined by rule of the Tennessee Commissioner of Commerce and insurance) or any other person engaged as a substantial part of its business in investing in securities, unless such other person is within the definition of a broker-dealer,in each case having a net worth in excess of$1 000,000. Texas(38).......................... Any bank, trust company, building and loan association, insurance company, surety or guaranty company, savings institution, investment company as defined in the Investment Company Act of 1940, or small business investment company as defined in the Small Business investment Act of 1958, as amended. Utah(4)............................. Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional investor whether the purchaser is acting for itself or in some fiduciary capacity. Vermont(39)..................... Any financial or institutional investor. Virginia............................. Any corporation, investment company or pension or profit-sharing trust. Washington ....................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer whether the purchaser is acting for itself or in some fiduciary capacity. West Virginia(4)............... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust,or other financial institution or institutional buyer whether the purchaser is acting for itself or in some fiduciary capacity. Wisconsin(40)(41)............ The issuer of the security; any bank, savings institution, savings bank, credit union,trust company, insurer, investment adviser,federal adviser or savings and loan association, if the purchaser is acting for itself or as trustee with investment control; an investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, except that an offer or sale of a security to a pension or profit sharing trust or to 16 an individual retirement plan, including a self-employed individual retirement plan is not exempt unless the trust or plan is administered by a bank, savings institution, savings bank, credit union, trust company, insurer, investment adviser, federal covered adviser, or savings and loan association that has investment control; the State of Wisconsin or any agency or political subdivision thereof, the federal government or any of its agencies or instrumentalities; any financial institution or institutional investor designated by rule or order of the Wisconsin Securities Commissioner. Wyoming(4)..................... Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940; pension or profit sharing trust, or other financial institution or institutional buyer, (1) Provided the offeror or seller(i)is registered or licensed as a dealer in this jurisdiction or(ii)effects transactions in this jurisdiction exclusively with or through the issuer or other dealers. (2) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer, other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part,or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not effect more than fifteen transactions at the initiation and direction of the customer and on behalf of the residents of this jurisdiction and does not direct any offers initiated by the person to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in this Part. (3) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and sells or offers to sell securities exclusively to dealers registered in this jurisdiction, or(iii)buys or sells securities for his own account, not as part of a regular business. (4) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or registered or other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part, or (iii) has no place of business in this jurisdiction and during any consecutive twelve-month period. does not direct more than fifteen offers to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in this Part, whether or not the offerors or offerees are then present in this jurisdiction. (5) Provided the offeror or seller (i) is registered as a broker-dealer in this jurisdiction, or (ii) is a broker-dealer registered under the Securities Exchange Act of 1934 who has not previously had any certificate denied or revoked under the California Corporate Securities Law of 1968 or any predecessor statute,has no place of business in this jurisdiction and does not direct offers to sell or buy into this jurisdiction in any manner (a) to persons other than registered broker-dealers or institutions enumerated with respect to this jurisdiction in this Part or(b)to more than fifteen other customers (whether or not self-employed individual retirement plans) having an existing account with such broker-dealer prior to any offer made to them in this jurisdiction, during any period of twelve consecutive months,whether or not the offeror or any of the offerees is then present in the 17 jurisdiction, or (iii) has no place of business in this jurisdiction if he effects transactions in this jurisdiction exclusively with the issuers of the securities involved in the transactions or other broker-dealers,or(iv)buys or sells securities for his own account,not as part of a regular business. (6) Provided the offeror or seller (i) is registered as a broker or dealer in this jurisdiction, or (ii) is registered as a broker-dealer under the Securities Exchange Act of 1934 and has no place of business in this jurisdiction,if the business transacted in this jurisdiction is exclusively with: issuers in transactions involving their own securities;other broker-dealers licensed or exempt from license requirements, except when acting as a clearing broker; financial or institutional investors; existing customers of the broker-dealer whose principal place of residence is not in this jurisdiction; and during any twelve (12) consecutive months, not more than five (5) persons in this jurisdiction, excluding persons otherwise described above. (7) The Colorado Department of Regulatory Agencies Division of Securities has defined "financial or institutional investor"to mean any of the following,whether acting far itself or others in a fiduciary capacity: (a) a depository institution; (b) an insurance company; (c) a separate account of an insurance company; (d)an investment company registered under the federal Investment Company Act of 1940; (e) a business development company as defined in the federal Investment Company Act of 1940; (f) any private business development company as defined in the federal Investment Advisers Act of 1940; (g)an employee pension,profit-sharing, or benefit plan if the plan has total assets in excess of five million dollars or its investment decisions are made by a named fiduciary, as defined in the federal Employee Retirement Income Security Act of 1974,that is a broker-dea.ler registered under the federal Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the federal Investment Advisers Act of 1940, a depository institution,or an insurance company;(h)an entity,but not an individual,a substantial part of whose business activities consist of investing,purchasing,selling,or trading in securities of more than one issuer and not of its own issue and that has total assets in excess of five million dollars as of the end of its latest fiscal year; (i) a small business investment company licensed by the federal small business administration under the federal Small Business Investment Act of 1958;and(j)any other institutional buyer. (8) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part. (9) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or(ii) has no place of business in this jurisdiction and. (a) effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with a depository institution, an insurance company,an investment company as defined in the Investment Company Act of 1940,a pension or profit sharing trust, or other financial institution or institutional investor; or (b) is licensed under the securities law of a state in which they maintain a place of business and offers and sells in this jurisdiction to a person who is an existing customer. (10) The terin "institutional buyer" includes any organization within the scope of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. (11) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part,or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than fifteen offers to sell or buy into 18 this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in this Part. (12) The Illinois Securities Department has, by regulation, defined "institutional investor" to include, but not be limited to:(1)investment companies,universities,and other organizations whose primary purpose is to invest its own assets or those held in trust by it for others; (ii) trust accounts and individual or group retirement accounts in which a batik, trust company, insurance company or savings and loan institution acts in a fiduciary capacity;and(iii)foundations and endowment funds exempt from taxation under the Internal Revenue Code, a.principal business function of which is to invest funds to produce income in order to carry out the purpose of the foundation or fund. The Illinois Securities Department has also defined"financial institution" to include,but not be limited to, a manager of investment accounts on behalf of other than natural persons who, with affiliates, exercises sole investment discretion with respect to such accounts.. provided such accounts exceed ten (10) in number and have a fair market value of not less than $10,000,000 at the end of the calendar month preceding the month during which the transaction occurred for which the exemption is utilized. (13) Provided the offeror or seller (i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part, whether acting for itself or in a fiduciary capacity and whether or not the offeror or any of the offerees are then present in this jurisdiction. (14) Provided the offeror or seller (i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer, other dealers or brokers, or with institutions enumerated with respect to this jurisdiction in this Part, or (iii) during any period of twelve (12) consecutive months,the broker-dealer does not effect transactions in this jurisdiction in any manner with more than three (3) persons other than issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in this Part, whether or not the offeror or any of the offerees is then present in this jurisdiction. (15) Provided the offeror or seller(i)is licensed as a broker dealer in this jurisdiction, or(ii)is a broker dealer registered under the Securities Exchange Act of 1934 if in this jurisdiction are exclusively effected with:the issuer;other broker-dealers licensed in this jurisdiction or exempt from licensing, except when the broker-dealer is acting as a clearing broker-dealer;or with institutions enumerated with respect to this jurisdiction in this Part,or(iii)is a broker-dealer registered under the Securities Exchange Act of 1934 and licensed under the securities act of the state in which the broker dealer maintains its principal place of business, and has no place of business in this jurisdiction, if the broker dealer offers and sells in this jurisdiction to persons who are existing customers of the broker-dealer and who represent that they have no principal place of residence in this jurisdiction. (16) The term "financial and institutional investor" means, but is not limited to: (i) a depository institution or a depository institution holding company; (11) an insurance company or a separate account of an insurance company; (iii) an investment company or a business development company, as such terms are defined in the Investment Company Act of 1940; (iv) an entity, other than a natural person, a substantial part of whose business activities consists of investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue and that has gross assets in excess of$1,000,000 at the end of its latest fiscal year; (v)an employee pension and profit sharing or benefit plan other than an employee pension and profit sharing or benefit plan of the issuer, a self-employed individual retirement plan or individual retirement account (if the investment decision is made by a plan fiduciary, as defined in Section 3, subsection 21 of the 19 Employee Retirement Income Security Act of 1974, which is either a depository institution, an insurance company or an investment adviser registered under the securities act of this jurisdiction; or the plan has total assets in excess of$5,000,000); (vi) a small business investment company licensed by the United States Small Business Administration under the United States Small Business Investment Act of 1958, Section 301(c) or(d); or (v.11) an entity organized and operated not for private profit, as described in the United States Internal Revenue Code, Section 501(c)(3) with total assets in excess of$5,000,000. A person may be a financial and institutional investor whether acting for itself or others in a fiduciary capacity. (17) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940,pension or profit sharing trusts,or other financial institutions or institutional buyers, whether acting for itself or in a fiduciary capacity, or(iii) has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than fifteen offers to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated in (ii) above, whether or not the offeror or offerees are then present in this jurisdiction. (18) The term "institutional buyer" includes, but is not limited to, (i) any Small Business Investment Company licensed by the U.S. Small Business Administration under the Small Business Investment Act of 1958,as amended;(ii)any private business development company as defined in Section 202 (a)(22) of the Investment Advisers Act of 1940, as amended; (iii) any Business Development Company as defined in Section 2(a)(48) of the Investment Advisers Act of 1940,as amended; (iv) any entity with total assets in excess of$5,000,000 and which is either(a) a company(whether a corporation, a Massachusetts or similar business trust or partnership, limited liability company or limited liability partnership)not formed for the specific purpose of acquiring the securities offered, a substantial part of whose business activities consists of investing, purchasing, selling or trading in securities issued by others and whose investment decisions are made by persons who are reasonably believed by the seller to have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investment or (b) an organization described in Section 501(c)(3) of the Internal Revenue Code; and (v) a "qualified institutional buyer" as defined in 17 C.F.R. 230.144A (a). (19) The term "financial institution or institutional buyer" includes but is not limited to(i)a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities and Exchange Act of 1934,as amended,or(ii)a"qualified institutional buyer" within the meaning of Rule 144A, or(iii) a person who is an "accredited investor" within the meaning of Rule 501(a) of Regulation D, adopted by the Securities and Exchange Commission. (20) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through: (a) the issuer, or (b) other broker-dealers, or (c) with institutions enumerated with respect to this jurisdiction in this Part, or (d) a nonaffiliated federal covered investment adviser with investments made under management in excess of one hundred million dollars acting for the account of others pursuant to discretionary authority in a signed record, or(e) a bona fide preexisting customer whose principal place of residence is not in this jurisdiction and the person is registered as a broker-dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence, or (f) a bona fide preexisting customer whose principal place of residence is in this jurisdiction but was not present 20 in this jurisdiction when the customer relationship was established if. (1) the broker-dealer is registered under the Securities Exchange Act of 1934 or is not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer relationship was established and where the customer had maintained a principal place of residence, and(11)within 45 days after the customer's first transaction in this state,the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than 75 days after the date on which the application is filed, or, if earlier, the date on which the commissioner notifies the person that the commissioner has denied the application for registration or has stayed the pendency of the application for good cause,or(g)not more than three customers in this jurisdiction during the previous 12 months, in addition to those customers specified in (a) to (f) above and under (b), if the broker-dealer is registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker- dealer has its principal place of business, or(h) and other person exempted by rule adopted under this jurisdiction's act. (21) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity: (A)A depository institution, a trust company organized or chartered under the laws of this jurisdiction, or an international banking institution; (B)An insurance company; (C)A separate account of an insurance company; (D) An investment company as defined in the Investment Company Act of 1940; (E) A broker-dealer registered under the Securities Exchange Act of 1934; (F)An employee pension, profit sharing, or benefit plan if the plan has total assets in excess of ten million dollars or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974,that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this jurisdiction's act, a depository institution, or an insurance company; (G) A plan established and maintained by a state,a political subdivision of a state,or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees,if the plan has total assets in excess of ten million dollars or its investment decisions are made by a duly designated public official or by a.named fiduciary, as defined in the Employee Retirement Income Security Act of 1974,that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this jurisdiction's act, a depository institution, or an insurance company; (H)A trust,if it has total assets in excess often million dollars, its trustee is a depository institution, and its participants are exclusively plans of the types identified in subparagraph (F) or (G), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self- directed plans; (1) An organization described in Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. Section 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered,with total assets in excess of ten million dollars; (J) A small business investment company licensed by the Small Business Administration under Section 301(c)of the Small Business Investment Act of 1959(15 U.S.C. Section 681(c))with total assets in excess of ten million dollars;(K)A private business development company as defined in Section 202(a)(22)of the Investment Advisers Act of 1940(15 U.S.C. Section 80b-2(a)(22))with total. assets in excess often million dollars; (L)A federal covered investment adviser acting for its own account:, (M)A "qualified institutional buyer" as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(H),adopted under the Securities Act of 1933 (17 C.F.R. 230.144A); (N)A"major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i)adopted under the Securities Exchange Act of 1934 (17 C.F.R. 240.15a-6); (0) Any other person, other than an individual, of institutional character with total assets in excess of ten million dollars not organized for the specific purpose of evading this jurisdiction's act; or (P) Any other person specified by rule adopted or order issued under this jurisdiction's act. 21 (22) The Nebraska Department of Banking and Finance, Bureau of Securities has, by interpretative opinion, defined "financial institution or institutional buyer" to include: (i) any bank as defined in Section 3(a)(2)of the Securities Act of 1933,whether acting in its individual or fiduciary capacity; (ii) any insurance company as defined in Section 2(13) of the Securities Act of 1933; (iii) any business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; and (iv) any small business investment company licensed by the United States Small Business Administration pursuant to Section 301(c) or (d) of the Small Business Investment Company Act of 1958. "Pension or profit-sharing trust" has been defined by the Nebraska Department of Banking and Finance, Bureau of Securities to mean: (i) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decisions are made by a "plan fiduciary" (as defined in Section 3(21) of the Employee Retirement Income Security Act of 1974) which is either a bank, insurance company, or registered investment advisor; or(ii)an employee benefit plan that has total assets in excess of$5,000,000. (23) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) is an issuer, except when effecting transactions other than with respect to its own securities, or (iii) is a depository institution. (24) The term "financial or institutional investor" means: (i) a depository institution: (ii) an insurance company; (iii)a separate account of insurance company; (iv)an investment company as defined in the Investment Company Act of 1940; (v) an employee pension, profit-sharing or benefit plan if: (a) its investment decisions are made by a named fiduciary,as defined in the Employee Retirement Income Security Act of 1974,that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisors Act of 1940, a depository institution or an insurance company, or (b) the plan has total assets in excess of five million dollars ($5,000,000); and (vi) any other institutional buyer. The term "depository institution" means (i) a person that is organized, chartered or holding an authorization certificate under the laws of a state or of the United States which authorizes the person to receive deposits,including a savings,share, certificate, or deposit account,and that is supervised and examined for the protection of depositors by an official or agency of a state or of the United States, or (ii) a trust company or other institution that is authorized by federal or state laws to exercise fiduciary powers of the type a national bank is permitted to exercise under the authority of the comptroller of the currency and is supervised and examined by an official or agency of a state or the United States. The term"depository institution"does not include an insurance company or other organization primarily engaged in the insurance business or a Morris Plan bank, industrial loan company, or a similar bank or company unless its deposits are insured by a federal agency. (25) Provided the offeror or seller (i) is registered or licensed as a dealer or broker in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit sharing trusts, or other financial institutions or institutional buyers, whether the purchaser is acting for itself or in some other fiduciary capacity, or(iii)is a designated matching service,which must be deemed such by this jurisdiction's secretary of state. (26) Provided the offeror or seller (i) is registered or licensed as a broker-dealer in this jurisdiction or (ii) is a person who effects transaction in this jurisdiction exclusively in securities issued or guaranteed by the United States, any state, any political subdivision or instrumentality of the foregoing and any security issued or guaranteed by Canada, any Canadian province, any political subdivision or instrumentality thereof or any other foreign government with which the United States currently maintains diplomatic relations if the security is recognized as a valid obligation by the issuer or guarantor, or(iii) effects transactions in this jurisdiction exclusively with or through 22 issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part, whether acting for themselves or in a fiduciary capacity, or(iv) does not, during any period of twelve(12)consecutive months, effect more than fifteen(15)transactions with persons located within this jurisdiction, other than those enumerated with respect to this jurisdiction in this Part, or (v) does not effect transaction in more than five (5) customer accounts of this jurisdiction's residents,or(vi)effects transaction with persons who have no place of residence in this jurisdiction and who are temporarily located within this jurisdiction, if at the time of the transactions described in (iv), (v) and (vi) hereof, the broker-dealer has no place of business in this jurisdiction and is a member in good standing of a recognized self-regulatory organization and is registered in the jurisdiction in which the broker-dealer is located. (27) Provided the offeror or seller(i)is licensed as a broker dealer in this jurisdiction,or(ii) is a broker- dealer registered under the Securities Exchange Act of 1934, has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with issuers,other broker dealers licensed in this jurisdiction, or with exempt from licensing or with institutions enumerated with respect to this jurisdiction in this Part, (iii) is a broker-dealer registered under the Securities Exchange Act of 1934, has no place of business in this jurisdiction and is licensed under the securities act of the jurisdiction in which the broker-dealer maintains a place of business, if the broker-dealer offers and sells in this jurisdiction to persons who are existing customers of the broker-dealer and whose principal place of residence is not in this jurisdiction,or(iv)is a depository institution(as defined in this Part)engaged in its regular course of business. The term "depository institution" means a person: (a) organized, chartered or holding an authorization certificate under the laws of a state or of the United States that authorizes the person to receive deposits including a savings, share, certificate or deposit account, is regulated, supervised and examined for the protection of depositors by an official or agency of a state or the United States and is insured by the federal depository insurance corporation, the federal savings and loan insurance corporation or the national credit union share insurance fund; or (b) a trust company or other institution that is authorized by federal or state law to exercise fiduciary powers of the type a national bank is permitted to exercise under the authority of the comptroller of the currency, and is regulated, supervised and examined by an official or agency of a state or the United States. The term "depository institution" does not include an insurance company or other organization primarily engaged in the insurance business or a Morris Plan bank, industrial loan company or a similar bank or company, (28) The term"financial or institutional investor"means,but is not limited to:(i)a depository institution; (ii) an insurance company; (iii) a separate account of an insurance company; (iv) an investment company as defined in the Investment Company Act of 1940; (v) an employee pension, profit sharing or benefit plan: (a) if the plan has total assets in excess of five million dollars($5,000,000) or(b) if investment decisions are made by a plan fiduciary as defined in the Employee Retirement Income Security Act of 1974, which is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisors Act of 1940,a depository institution or an insurance company;(vi)a business development company as defined by the Investment Company Act of 1940; (vii) a small business investment company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Development Act of 1958; (viii) any other financial or institutional investor as the New Mexico Director of the Securities Division by rule or order designates. (29) Provided that the offeror or seller(i)is registered or licensed in the jurisdiction,or(ii)has no place of business in the jurisdiction and: (a) effects transactions in this jurisdiction exclusively with or through issuer,other broker-dealers or with banks, savings institutions,trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or 23 profit sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or in a fiduciary capacity; or (b) is registered as a dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and in one or more states and during any period of twelve consecutive months does not effect more than fifteen purchases or sales in this jurisdiction in any manner with persons other than those specified in (a)hereof, whether or not the dealer or any of the purchasers or seller's is then present in this jurisdiction. (30) Provided the offeror or seller (i) is licensed as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and(a)effects transactions in this jurisdiction exclusively with issuers of securities involved in the transactions, other broker-dealers, or with financial or institutional investors, whether acting for themselves or as trustees, or (b) is licensed under the securities act of the jurisdiction in which the broker-dealer maintains a place of business, if the broker-dealer offers and sells in this jurisdiction to persons who are existing customers of the broker-dealer and whose principal place of residence is not in this jurisdiction, or (c) during any consecutive twelve-month period does not direct more than fifteen offers or sales in this jurisdiction to persons other than financial or institutional investors,whether or not the offerors or offerees are then present in this jurisdiction, so long as that person is licensed under the laws of the state in which he or she maintains a place of business. "Financial or institutional investor" means any of the following,whether acting for itself or others in a fiduciary capacity: (a)a depository institution; (b) an insurance company; (c) a separate account of an insurance company; (d) an investment company registered under the Investment Company Act of 1940; (e)an employee pension, profit- sharing,or benefit plan if the plan has total assets in excess of five million dollars or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the federal Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the federal Investment Advisers Act of 1940,a depository institution,or an insurance company;(h)a qualified institutional buyer as defined in Rule 144A adopted by the United States SEC; and (i) any other institutional buyer. (31) Provided the offeror or seller(i) is registered or licensed as a dealer or broker in this jurisdiction, or(ii) is a financial institution or trust company, or(iii) is holding an association described in (ii) and is a bank holding company, a savings and loan holding company as defined in The National Housing Act, subsidiaries or affiliates of the foregoing, subsidiaries or affiliates of one of the institutions described in (ii) if the appropriate statutory regulatory authority is exercising control over, or is regulating or supervising the person in the sale of securities in accord with the of this jurisdiction's securities law, or (iv) a person who has no place of business in this jurisdiction effecting transactions in this jurisdiction exclusively with broker-dealers,or(v)is a person effecting sales exempted by this jurisdiction's transaction exemption, or (vi) is a salesperson, or (vii) is a person licensed as a mortgage banker or a mortgage broker when effecting sales of securities involving real estate. (32) Provided the offeror or seller(i) is registered as a broker dealer in this jurisdiction, or(ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through issuers, registered broker-dealers or with a person licensed as a real estate broker or agent under the Real Estate Brokers License Act of 1999,as amended and whose transactions are isolated and incidental to that business, or (iii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through registered broker dealers or with institutions enumerated with respect to this jurisdiction in this Part, or (iv) is a broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any certificate denied or revoked under the Pennsylvania Securities Act of 1972 or any predecessor statute, has no place of business in this jurisdiction,and,during any period of twelve consecutive months, does not direct offers to sell or buy into this jurisdiction in any manner to persons other than registered 24 broker-dealers or institutions enumerated with respect to this jurisdiction in this Part, or governmental agencies and other instrumentalities designated by regulation of the Pennsylvania Securities Commission,or to more than five other customers in this jurisdiction,whether or not the offeror or any of the offerees is then present in this jurisdiction. (33) The Pennsylvania Securities Commission has, by regulation, defined "institutional investor" to include: (a)a corporation or business trust or a wholly-owned subsidiary of such person which has been in existence for eighteen (18) months and which has a tangible net worth on a consolidated basis, as reflected in its most recent audited financial statements, of$10,000,000 or more; (b) a college, university or other public or private institution which has received exempt status under §5 01(c)(3) of the Internal Revenue Code of 1954 and which has a total endowment or trust funds (including annuity and life income funds) of $5,000,000 or more according to its most recent audited financial statements provided that the aggregate dollar amount of securities being sold to the person under the exemption contained in Section 203(c) of the Pennsylvania Securities Act of 1972 and Title 64 of the Pennsylvania Code, as amended, may not exceed 5% of the endowment or trust funds; (c) a wholly-owned subsidiary of a bank(as defined in the Pennsylvania Securities Act of 1972);(d)a person,except an individual or an entity,whose security holders consist entirely of one individual or group of individuals who are related, which is organized primarily for the purpose of purchasing, in non-public offerings, securities of corporations or issuers engaged in research and development activities in conjunction with a corporation and which complies with one of the following: (i) has purchased $5,000,000 or more of the securities excluding both of the following: (A)a purchase of securities of a corporation in which the person directly or beneficially owns more than 50% of the corporation's voting securities, but securities purchased under a leveraged buy-out financing in which the person does not intend to provide direct management to the issuer, is not excluded and(B)a dollar amount of purchase of securities of a corporation which investment represents more than 20% of the person's net worth; (ii) is capitalized at$2,500,000 or more and is controlled by an individual controlling a person which meets the criteria contained in subparagraph (i); (iii) is capitalized at $10,000,000 or more and has purchased $500,000 or more of the securities,excluding a purchase of securities of a corporation in which the person directly or beneficially owns more than 50% of the corporation's voting securities; or (iv) is capitalized at $250,000 or more and is a side by side fund as defined in the Pennsylvania Code, as amended; (e) a Small Business Investment Company as defined in the Small Business Investment Act of 1958, which either has a total capital of$1,000,000 or more,or is controlled by institutional investors(as defined in the Pennsylvania Securities Act of 1972); (f) a Seed Capital Fund as defined and authorized in the Small Business Incubators Act; (g)a Business Development Credit Corporation, as authorized by the Business Development Credit Corporation Law; (h) a person whose security holders consist solely of institutional investors or broker-dealers; or (i) a person as to which the issuer reasonably believes qualifies as an institutional investor under this section of the Pennsylvania Code at the time of the offer or sale of the securities on the basis of written representations made to the issuer by the purchaser; or 0) a qualified institutional buyer as defined in 17 C.F.R. 230.144A, or any successor rule thereto. (34) Provided the offeror or seller (i) is licensed as a dealer or broker in this jurisdiction, or (ii) is a broker-dealer registered, or, exempt from registration under the Securities Exchange Act of 1934, has no place of business in this jurisdiction and either (a) effects transactions in this jurisdiction exclusively with other broker-dealers licensed or exempt from licensing in this jurisdiction or with institutions enumerated with respect to this jurisdiction in this Part, or (b) is licensed under the securities laws of a.state in which the broker-dealer maintains a place of business and such broker- dealer offers and sells in this jurisdiction to a person who is an existing customer of such broker- dealer and whose principal place of residence is not in this jurisdiction, provided, however, that a broker-dealer who deals solely in government securities and who is not registered under the Securities Exchange Act of 1934 will not be exempt from licensing unless he or she is subject to 25 supervision as a dealer in government securities by the federal reserve board. The General Laws of Rhode Island, 1956, as amended, define the term "financial or institutional investor"to include: (a) a depository institution; (b) an insurance company; (c) a separate account of an insurance company; (d) an investment company as defined in the Investment Company Act of 1940; (e) all employee pension,profit sharing or benefit plan if the plan has total assets in excess of five million dollars ($5,000,000), or if investment decisions are made by a plan fiduciary, as defined in the Employee Retirement Income Security Act of 1974,which is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company; and (f)any other institutional buyer. (35) Provided the offeror or seller(i) is registered as a broker or dealer in this jurisdiction, or(ii) is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 and has no place of business in this jurisdiction,if: (a)the transactions effected by the broker in this jurisdiction are exclusively with the issuer of the securities involved in the transactions, other broker-dealers licensed or exempt from license requirements,financial or institutional investors;or(b)the broker- dealer is licensed under the securities act of a state in which the broker-dealer maintains a place of business and the broker dealer offers and sells in this jurisdiction to a person who is an existing customer of the broker-dealer and whose principal place of residence is not in this jurisdiction; or (c) the broker-dealer is licensed under the securities act of a state in which the broker-dealer maintains a place of business and during any twelve (12) consecutive months, does not effect transactions with more than five(5)persons in this jurisdiction in addition to transactions with the issuers of the securities involved in the transactions, financial or institutional investors, or other broker-dealers,whether or not the offeror or an offeree is then present in this jurisdiction,provided, however,that a broker-dealer who deals solely in government securities and who is not registered under the Securities Exchange Act of 1934 will not be exempt from licensing unless he or she is subject to supervision as a dealer in government securities by the federal reserve board. (36) Provided the offeror or seller(i) is registered in this jurisdiction or(ii)has no place of business in this jurisdiction and(a)effects transactions in this jurisdiction exclusively with or through issuers, other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part or (b) is licensed under the securities laws of the jurisdiction in which the broker-dealer maintains a place of business and the broker-dealer offers and sells in this jurisdiction to persons who are existing customers of such broker-dealer and whose principal residence is not in this jurisdiction. (37) Provided the offeror or seller (i) is registered or licensed as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and is registered as a broker-dealer with the Securities and Exchange Commission or the National Association of Securities Dealers if(a) the person effects transactions in this jurisdiction exclusively with or through issuers, other broker- dealers or with institutional investors as defined in this Part, or (b) during any period of twelve consecutive months does not effect more than fifteen transactions is securities from, in,or into this jurisdiction other than to persons described herein. (38) Provided the offeror or seller sells or offers to sell to any registered dealer actually engaged in buying and selling securities. (39) Provided the offeror or seller (i) is licensed as a broker dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with issuers of securities involved in the transactions or other broker-dealers exempt under this act, or (iii) is a sales representative, a depository institution, or an issuer. The term "financial or institutional investor" means any of the following: (a) a depository institution; (b) an insurance company; (c) a separate account of an insurance company; (d) an investment company as defined 26 in the Investment Company Act of 1940; (e) an employee pension,profit sharing or benefit plan if the plan has total assets in excess of$5,000,000 or if its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1.934, an investment advisor registered or exempt from registration under the Investment Advisors Act of 1940, a depository institution or an insurance company;or(f)any other financial or institutional buyer which qualifies as an accredited investor under the provisions of Regulation D, Securities and Exchange Act of 1933, as such provision may be amended from time to time and such other institutional buyers as the Vermont Commissioner of Banking, insurance and Securities may add by rule or order. (40) Provided the offeror or seller(i)is registered as a broker dealer in this jurisdiction,or(ii)is a bank, savings institution or trust company,when effecting transactions for its own account or as agent. (41) The Commissioner of Securities has, by rule, defined "financial institution" to include, provided that the entity is authorized to do business in this jurisdiction: (a) any bank organized under the laws of the United States or any state; (b)any federal savings and loan association and any savings and loan association organized under the laws of any state; (c) any federal credit union and any credit union or similar association organized under the laws of any state; (d) any other savings institution and any trust company organized under the laws of any state. (42) Provided the offeror or seller(i) is registered or licensed as a broker-dealer in this jurisdiction, or (ii) has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with or through the issuer or other broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part,or(iii)has no place of business in this jurisdiction and during any consecutive twelve-month period does not direct more than five offers to sell or buy into this jurisdiction to persons other than the issuer, other broker-dealers and institutions enumerated with respect to this jurisdiction in this Part. 27