PURPOSE: This rule prescribes policies on the availability of the exemption of evidence of indebtedness and the related security documents offered or sold as a unit.

1. (1) The exemption specified in section 409.402(b)(5) of the Missouri Uniform Securities Act shall not be considered to extend to any transaction in a security in the nature of an investment contract or profit-sharing agreement.

AUTHORITY: sections 409.402(b)(5) and 409.413(a), RSMo 1986.* Original rule filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed March 21, 1974, effective April 1, 1974. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. *Original authority: 409.402(b)(5), RSMo 1967, amended 1977, 1978, 1986 and 409.413(a), RSMo 1967. 5 CSR 30-54.125 Institutional Buyer Exemption PURPOSE: This rule prescribes policies applicable to the exemption for any offer or sale to a financial institution or institutional buyer. PUBLISHER’S NOTE: The secretary of state has determined that the publication of the entire text of the material which is incorporated by reference as a portion of this rule would be unduly cumbersome or expensive. Therefore, the material which is so incorporated is on file with the agency who filed this rule, and with the Office of the Secretary of State. Any interested person may view this material at either agency’s headquarters or the same will be made available at the Office of the Secretary of State at a cost not to exceed actual cost of copy reproduction. The entire text of the rule is printed here. This note refers only to the incorporated by reference material. (1) A financial institution or institutional buyer within the meaning of section 409.402(b)(8) of the Missouri Uniform Securities Act (the Act) includes: (A) An endowment or trust fund of a charitable organization specified in Section 170(b)(1)(A) of the Internal Revenue Code; (B) An issuer which has any class of securities registered under Section 12 of the Securities Exchange Act of 1934 and any wholly owned subsidiary; and 15 CSR 30-54 (C) Any other corporation, partnership or association which has been in existence for ten (10) years or whose net assets exceed five hundred thousand dollars ($500,000) and whose principal purpose as stated in its articles, bylaws or other organizational instrument is investing in securities. (2) A pension or profit-sharing trust, within the meaning of section 409.402(b)(8) of the Act, means a trust the assets of which are managed by a bank or trust company or other institutional manager. (3) Nothing in this rule shall be construed to exempt any offer or sale to a natural person or the individual retirement account (IRA) or self-directed Keogh plan of a natural person. AUTHORITY: sections 409.402(b)(8) and 409.413(a), RSMo 1986.* Original rule filed June 2, 1986, effective Oct. 27, 1986.

*Original authority: 409.402(b)(8), RSMo 1967, amended 1977, 1978, 1986 and 409.413(a), RSMo 1967.