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Tab 17 MGree nbergTraurig $238,960,000* MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds, Series 2025 (City Center/Historic Convention Village) PRELIMINARY BLUE SKY SURVEY June 27, 2025 SOFA SECURITIES,INC. TRB CAPITAL MARKETS,LLC(D/B/A ESTRADA HINOJOSA) JEFFERIES LLC PNC CAPITAL MARKETS,LLC RAYMOND JAMES&ASSOCIATES,INC. AS UNDERWRITERS OF THE CAPTIONED BONDS Ladies and Gentlemen: This Preliminary Blue Sky Survey (the "Preliminary Survey") summarizes our comments relating to the requirements of the securities or "blue sky" laws of the jurisdictions listed herein with respect to the proposed offering and sale to the public of the captioned Bonds (the"Bonds"). It is based upon an examination of the statutes and the related rules and regulations, if any, of the various jurisdictions as reported in standard compilations customarily relied upon in this connection, upon interpretive advice obtained from representatives of certain securities commissions and upon statements contained in the Preliminary Official Statement prepared in connection with the issuance of the Bonds. This Preliminary Survey also incorporates the responses of the state securities commissions,to the extent that they are available,to the National Securities Markets Improvement Act of 1996, Public Law 104-290 (the "1996 Act"). Consequently, this Preliminary Survey addresses certain filing requirements imposed by the securities administrators of the various jurisdictions in response to and in compliance with the 1996 Act. The 1996 Act provides for preemption of registration and merit review provisions of state securities laws with regard to specific type of securities (described in the 1996 Act as"Covered Securities"). However,the 1996 Preliminary,subject to change. 696240308 Act also provides that the state regulators are permitted to collect the same fees at the same time they would have prior to the enactment of the 1996 Act. Therefore, even though a full registration or exemption filing would be preempted, the fee for that filing and a cover letter explaining that such a fee would have been due to the state for a registration or exemption filing preempted by the 1996 Act should be sent to the state. If the fee is not sent,then the state securities regulators could require registration of the offering or suspend the offer and sale of the municipal securities in the state. It should also be noted that although certain states have revised their current statutes, rules and regulations to comply with the 1996 Act, others are still in the process of reviewing the 1996 Act and have not yet published their positions, with regard thereto. Accordingly, as these various states clarify their positions and revise their statutes, rules and regulations,new requirements may be imposed by such states during the course of the proposed securities offering. In preparing this Preliminary Survey, we have obtained neither opinions from members of the Bar of any jurisdiction nor formal rulings from regulatory commissions or other administrative bodies or officials thereof. The statements made or conclusions expressed herein are subject to change upon the exercise of broad discretionary powers vested in securities commissioners or other authorized officials, enabling them, among other things, to withdraw or deny the exempt status accorded by statute to particular classes of securities, to impose additional requirements, or to suspend offerings for non-payment of applicable fees, in accordance with the 1996 Act. This Preliminary Survey does not purport to cover the requirements of the laws of the various jurisdictions with respect to the registration or licensing of dealers, brokers or salesmen, or the restrictions, if any, pertaining to the form or substance of advertising. In addition, any statement made herein concerning sales to banks, savings institutions, trust companies, insurance companies or any other institutional investor refers only to the requirements of the securities laws relating to such sales and does not purport to address the question of whether the Bonds will be legal for investment by such institution. Very truly yours, GREENBERG TRAURIG, P.A. -2 - 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 applicable fees being made, subject to the specific requirement that the sellers must be dealers or brokers registered or licensed in the respective jurisdictions: Alabama Hawaii (2) Mississippi Pennsylvania(4) Alaska Idaho Missouri Puerto Rico Arizona Illinois Montana Rhode Island Arkansas Indiana Nebraska South Carolina California Iowa Nevada South Dakota Colorado Kansas New Hampshire Tennessee Connecticut Kentucky New Jersey Texas Delaware Louisiana New Mexico Utah District of Maine New York Vermont Columbia Maryland North Carolina Virginia Florida(1) Massachusetts North Dakota Washington Georgia Michigan Ohio (3) West Virginia Guam Minnesota Oklahoma Wisconsin Oregon Wyoming (1) Provided the Issuer is not in default and has not been in default any time after December 31, 1975 in the payment of principal or interest. (2) All offering material must clearly indicate the name of the person issuing, circulating, publishing or making it and the fact that such person is issuing, circulating, publishing or making the same. (3) Provided at the time of the first sale of the Bonds in Ohio there is no default in the payment of any of the interest or principal of the Bonds and there are no adjudications or pending suits adversely affecting the validity of the Bonds. (4) All offering material and advertisements, including the Preliminary Official Statement must indicate in bold print on the front cover that the Bonds are less than general obligations of the issuer. -3 - II JURISDICTIONS IN WHICH SALES TO THE PUBLIC MAY BE MADE WITH FEES AND/OR FILING A. Jurisdictions Where Filings and Payment of Applicable Fees are Required Offers and sales of the Bonds may be made to the public in the jurisdictions listed below only after certain requirements as to notice filing and payment of applicable fees to obtain an exempt status have been completed, but only if made by dealers or brokers registered or licensed in the jurisdiction. In the jurisdictions listed below, we have been advised by the Representative of the Underwriters to take the action necessary to qualify the Bonds to be offered and sold to the public in such jurisdictions. None No dealer should offer or sell the Bonds in the above jurisdiction until information that such offers or sales may be made has been received from the Representative, Underwriters' Counsel or administrative authorities of such jurisdiction. B. Jurisdictions Where Offers and Sales to the Public May Not Be Made Offers and sales of the Bonds may be made to the public in the jurisdictions listed below only if certain requirements are met. No action is being taken to qualify any of the Bonds for sale in the jurisdiction listed below. Offers and sales of the Bonds to the public in this jurisdiction without such qualification are prohibited. None -4 - III SALES TO DEALERS In addition to the offers and sales of the Bonds which may be made as indicated in Part I hereof, offers and sales of the Bonds may be made to dealers or brokers registered or licensed in the following jurisdictions 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(1) Montana Rhode Island(8) Alaska(1) Illinois Nebraska South Carolina(1) Arizona Indiana(1) Nevada(6) South Dakota(1) Arkansas(2) Iowa(1) New Hampshire(2) Tennessee(9) California(3) Kansas(1) New Jersey(7) Texas(10) Colorado(4) Kentucky New Mexico(1) Utah(2) Connecticut(2) Louisiana New York Vermont(1) Delaware(3) Maine(1) North Carolina(2) Virginia District of Maryland(2) North Dakota Washington Columbia(5) Massachusetts(2) Ohio West Virginia(2) Florida Michigan(1) Oklahoma(1) Wisconsin(11) Georgia(1) Minnesota(1) Oregon Wyoming(1) Guam(2) Mississippi(1) Pennsylvania(2) Hawaii(1) Missouri(1) Puerto Rico(2) (1) Provided the offeror or seller is a licensed dealer or broker in this state, or has no place of business in this state and effects transactions in this state exclusively with broker- dealers registered or not required to be registered in this state or the institutions specified with respect to this state in Part IV hereof(other than an investment adviser which is not registered under the Investment Advisers Act of 1940, is affiliated with the offeror or seller, or which has investments under management of less than $100 million acting for the account of others pursuant to discretionary authority in a signed record). (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 effects transactions in this jurisdiction exclusively with or through registered or licensed dealers or brokers or with institutions enumerated with respect to this jurisdiction in Part IV. (3) Provided the offeror or seller(i) is a licensed broker-dealer in California(ii)has no place of business in California and either effects transactions exclusively with a licensed broker-dealer or is registered as a broker-dealer under the Securities Exchange Act of 1934, has not had any certificate denied or revoked under the California Corporate Securities Law of 1968 or any predecessor statute, and directs offers to sell or buy into California exclusively with licensed broker-dealers or the institutions specified with respect to California in Part IV hereof. - 5 - (4) Provided the offeror or seller(i) is a registered or licensed broker-dealer in Colorado or (ii) has no place of business in Colorado and is registered as a broker-dealer pursuant to the Securities Exchange Act of 1934, and the business transacted in Colorado is exclusively with broker-dealers licensed or exempt from license requirements, financial or institutional investors specified with respect to Colorado in Part IV hereof, existing customers of the broker-dealer whose principal place of residence is not in Colorado and during any twelve consecutive months, not more than five persons in this jurisdiction excluding persons otherwise described herein. (5) Provided the offeror or seller is registered or licensed as a broker-dealer in the District of Columbia. (6) Provided the offeror or seller is a licensed broker-dealer in Nevada, or has no place of business in Nevada, is registered as a broker-dealer under the Securities Exchange Act of 1934, or is exempt from such registration, and (a) effects transactions in Nevada exclusively with other broker-dealers licensed or exempt from licensing in Nevada, or with the institutions specified with respect to Nevada in Part IV hereof, or(b) is licensed under the securities laws of the jurisdiction in which it maintains a place of business and (i)offers and sells in Nevada to a person who is an existing customer of the broker-dealer and whose principal place of residence is not in Nevada,or(ii)during any 12 consecutive months does not effect transactions with more than 5 persons in Nevada in addition to the issuers of securities involved in the transactions, financial or institutional investors or broker-dealers, whether or not the offeror or an offeree is then present in Nevada. (7) Provided the offeror or seller is a registered broker-dealer in New Jersey, or effects transactions in New Jersey exclusively with or through registered broker-dealers or the institutions specified with respect to New Jersey in Part IV hereof. (8) Provided the offeror or seller is a registered broker dealer in Rhode Island,or has no place of business in Rhode Island, is registered or exempt from registration as a broker-dealer under the Securities Exchange Act of 1934, and (a) effects transactions exclusively with other licensed or exempt broker-dealers or the institutions specified with respect to Rhode Island in Part IV hereof,or(b)is a registered broker-dealer in the state where it maintains a place of business and sells to persons in Rhode Island that are existing customers of the broker-dealer and whose principal place of residence is not Rhode Island. (9) Provided the offeror or seller is a registered broker-dealer in Tennessee, or has no place of business in Tennessee, is registered as a broker-dealer with the Securities and Exchange Commission or the Financial Industry Regulatory Authority, Inc., and effects transactions in Tennessee exclusively with or through other broker-dealers or the institutions specified with respect to Tennessee in Part IV hereof. (10) Provided the offeror or purchaser is a registered dealer in Texas actually engaged in buying and selling securities. -6- (11) Provided that the offeror or seller is registered as a broker-dealer in Wisconsin or effects transactions in Wisconsin exclusively with broker-dealers registered or not required to be registered in Wisconsin, or the institutions specified with respect to Wisconsin in Part N hereof(other than an accredited investor as defined in Rule 501(a)(4)-(6) promulgated under the Securities Act of 1933, or an investment adviser which is not registered under the Investment Advisers Act of 1940, is affiliated with the offeror or seller, or which has investments under management of less than $100 million acting for the account of others pursuant to discretionary authority in a signed record). [Remainder of Page Intentionally Left Blank] -7 - IV 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, if any, without registration of the Bonds or any filings being made to qualify the Bonds in the respective jurisdictions. 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 Preliminary Survey. Alabama Any bank, savings institution, credit union, trust company, insurance company, investment company as defined in the Investment Company Act of 1940 or pension or profit-sharing trust, or other financial institution or institutional buyer of the same type as those institutions specified, whether the purchaser is acting for itself or in some fiduciary capacity. Alaska(1) Any institutional investor, or a person registered under the Investment Advisers Act of 1940 or any other person exempted by a regulation adopted or order issued under the Alaska Securities Act. The term "institutional investor" includes: any banking institution organized under the laws of the United States, member bank of the Federal Reserve System, or any other banking institution doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of Public Law 87-722, and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading the Alaska Securities Act; a receiver, conservator, or other liquidating agent of any of the foregoing; a savings institution, trust company, credit union, or similar institution organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States whose deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law (other than a Morris Plan bank or an industrial loan company that is not an insured depositary institution as defined in the Federal Deposit Insurance Act); an international financial institution of which the United States is a -8 - member and whose securities are exempt from registration under the Securities Act of 1933; an insurance company or separate account of an insurance company; an investment company; an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA ("ERISA"), 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 the Alaska Securities Act; a depository institution, or an insurance company; 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in ERISA, 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 the Alaska Securities Act; a depository institution, or an insurance company; a trust with total assets in excess of $10 million, if its trustee is a depository institution, and its participants are exclusively employee pension, profit-sharing, or benefit or governmental plans described above regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans; an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts trust or similar business trust, limited liability company, or partnership,not formed for the specific purpose of acquiring the Bonds, with total assets in excess of $10 million; a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 with total assets in excess of$10 million;a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 with total assets in excess of$10 million; a person registered under the Investment Advisers Act of 1940 acting for its own account; a "qualified institutional buyer" as defined in Rule 144A(a)(1),other than Rule 144A(a)(1)(H),adopted under the Securities Act; a "major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934; or any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the Alaska Securities Act -9 - Arizona 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, including a qualified institutional buyer as defined in 17 CFR 230, 144A,provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively to dealers registered under the Securities Act of Arizona or is a bank or savings institution the business of which is supervised and regulated by an agency of this state or the United States. Arkansas (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, whether the purchaser is acting for itself or in some fiduciary capacity, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. California(3) (4) 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 that the California Commissioner of Corporations may designate by rule, whether the purchaser is acting for itself or as trustee;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. Colorado (5) Any financial or institutional investor,provided the offeror or seller is (i) a registered or licensed broker-dealer in Colorado, or (ii) has no place of business in Colorado and is registered as a broker-dealer under the Securities Exchange Act of 1934 and transacts business exclusively with (a) other broker-dealers licensed or exempt therefrom in Colorado (except when the broker-dealer is acting as a clearing broker-dealer for such other broker-dealers),(b)individuals who are existing customers of the broker-dealer and whose principal place of residence is not Colorado, (c) the foregoing classes of purchaser, and (d) no more than five other persons in any 12 consecutive months. - 10 - Connecticut(2) Any bank and trust company, national banking association, savings bank, savings and loan association, federal savings and loan association, federal savings bank, 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,provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. Delaware (2) (6) 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, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. District of Columbia(2) (7) Any financial institution or institutional investor, whether the purchaser is acting for itself or in some fiduciary capacity,provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. "Financial institution or institutional investor" means any of the following,whether acting for itself or others in a fiduciary capacity: a depository institution; an insurance company; a separate account of an insurance company; an 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 $5,000,000, or if 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 Advisers Act of 1940, a depository institution, or an insurance company; a "qualified institutional buyer" as defined in SEC Rule 144A under the Securities Act of 1933; a broker-dealer; an accredited investor as defined in SEC Rule 501(a); or a limited liability company with net assets of at least $500,000. "Depositor), institution"means: a person that is organized,chartered,or holding an authorization certificate under the laws of a state or of the United - 11 - States 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 the United States; 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 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 Florida Any bank or trust company,savings institution,insurance company, 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 SEC Rule 144A, whether any of such entities is acting in its individual or fiduciary capacity,provided that such offer or sale of the 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(1) An institutional investor or a person registered under the Investment Advisers Act of 1940. "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity: (A) A depository institution or 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 $10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the ERISA, that is a broker-dealer registered under the Securities Exchange Act - 12 - of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under the state's uniform securities act, a depository institution,or an insurance company; (H)A trust if it has total assets in excess of$10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (F) or (G) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self- directed individual retirement accounts or similar self-directed plans; (I)An organization that is not formed for the specific purpose of acquiring the securities offered, with total assets in excess of$10 million, including an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts trust or similar business trust, a limited liability company, or a partnership; (J) A small business investment company licensed by the Small Business Administration under Section 301(c)of the Small Business Investment Act of 1958, with total assets in excess of$10 million; (K) a private business development company as defined in Section 202(a)(22)of the Investment Advisers Act of 1940, with total assets in excess of$10 million; (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, (N) a major United States institutional investor as defined in Rule 15a-6(b)(4)(i), adopted under the Securities Exchange Act of 1934;(0) any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the state's uniform securities act; or (P) any other person, specified by rule adopted or order issued under the state's uniform securities act. "Depositot y institution"means: (1) A bank; or(ii)A savings institution,trust company,credit union,or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund or a successor authorized by federal law. The term does not include: (i) An insurance company or other organization primarily engaged in the business of insurance; (ii)A Morris Plan bank; or(iii)An industrial loan company that is not an `insured depository institution' as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(c)(2), or any successor federal statute. "Bank" means: (A) A banking institution organized under the laws of the United States; (B) A member bank of the Federal Reserve System; - 13 - (C) Any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section I of P. L. 87-722, 12 U.S.C. Section 92a, and which is supervised and examined by a state or federal agency having supervision over banks and which is not operated for the purpose of evading the state's uniform securities act; or(D)A receiver, conservator, or other liquidating agent of any institution or firm included in clause (A), (B), or (C) of this paragraph. "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. Guam (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 whether, the purchaser is acting for itself or in some fiduciary capacity, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchasers. Hawaii (1) (8) An institutional investor or a person registered under the Investment Advisers Act of 1940,provided,that any seller who is not registered as a broker-dealer in this state has no place of business in this state and effects transactions in this state exclusively with an institutional investor. Idaho (1) (8) An institutional investor or a person registered under the Investment Advisers Act of 1940. Illinois (9) 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 accredited investors (as defined) or by - 14 - directors, executive officers (as defined) or general partners of any issuer or any director, executive officer or general partner of a general partner of that issuer; or any employee benefit plan within the meaning of Title I of the ERISA if(i)the investment decision is made by a plan fiduciary as defined in Section 3(21) of the ERISA 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 million, or (iii) in the case of a self-directed plan, investment decisions are made solely by persons that are described above, 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 million,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 million,provided that any seller who is not registered as a dealer or broker-dealer in the state is not regularly engaged in the business of offering or selling securities in reliance upon the exemptions set forth in Sections 4.G or 4.M. of the Illinois Securities Act which sections relate to limited offerings and pre-organization subscriptions. Indiana (1) (10) An institutional investor or a person registered under the Investment Advisers Act of 1940. Iowa(1) (11) An institutional investor or a person registered under the Investment Advisers Act of 1940. Kansas(1) (8) An institutional investor or a person registered under the Investment Advisers Act of 1940. Kentucky (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, whether the purchaser is acting for itself or in some fiduciary capacity, provided, that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchasers. 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 - 15 - plan or trust, or other financial institution, whether the purchaser is acting for itself or in some fiduciary capacity. Maine (1) (12) An institutional investor or a person registered under the Investment Advisers Act of 1940. Maryland (2) Any investment company as defined in the Investment Company Act of 1940, an investment adviser with assets under management of not less than $1 million, a bank; trust company; savings and loan association or insurance company, employee benefit plan with assets of not less than $1 million, or 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, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser.The Maryland Division of Securities has by rule defined institutional investor to include an accredited investor as set forth in Regulation D, 17 CFR Sec. 230.501(a)(1)- (3),(7)and(8),and a qualified institutional buyer as set forth in Rule 144A. Massachusetts(2) (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 some fiduciary capacity, pi-ovided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. Michigan (1) (14) An institutional investor or a person registered under the Investment Advisers Act of 1940. Minnesota(1) (10) An institutional investor, an accredited investor, a person registered under the Investment Advisers Act of 1940 or any other person exempted by rule adopted or order issued under the Minnesota Securities Act. Mississippi (1) (15) An institutional investor or a person registered under the Investment Advisers Act of 1940. Missouri (1) (8) An institutional investor or a person registered under the Investment Advisers Act of 1940. - 16 - 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(16) Any bank, savings institution, credit union, trust company, or other financial institution; an insurance company; an investment company as defined in the Investment Company Act of 1940; a pension or profit-sharing trust; a broker-dealer; a corporation, Massachusetts (or similar) business trust, or partnership with total assets in excess of$5 million, not formed for the specific purpose of acquiring the securities offered; a trust with total assets in excess of$5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person with the financial knowledge and experience to evaluate the merits and risks of the investment; any entity whose equity owners are all individual accredited investors; an institutional buyer as may be defined by rule; and an individual accredited investor. Nevada(17) (18) Any financial or institutional investor,provided that 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, has no place of business in this jurisdiction and effects transactions in this jurisdiction exclusively with the following: the issuer of the securities involved in the transactions, other broker- dealers licensed or exempt in this jurisdiction and financial and institutional investors. New Hampshire(1) Any institutional investor, a person registered under the Investment Advisers Act of 1940 or any other person exempted by order issued by the secretary of state under the New Hampshire Uniform Securities Act, provided that any seller who is not registered as a broker-dealer in this jurisdiction has no place of business therein and effects transactions therein exclusively with an institutional investor. "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity: (A) a depository institution, trust company, or 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 $10 million 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 - 17 - 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 the New Hampshire Uniform Securities Act,a depository institution, a trust company, 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the ERISA, 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 the New Hampshire Uniform Securities Act, a depository institution, a trust company, or an insurance company; (H) a trust, if it has total assets in excess of$10 million, its trustee is a depository institution or trust company, and its participants are exclusively plans of the types identified in the foregoing clauses (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; (I) an organization described in Section 501(c)(3) of the Internal Revenue Code, 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 $10 million; (J) a small business investment company licensed by the Small Business Administration under the Small Business Investment Act of 1958, with total assets in excess of$10 million; (K) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, with total assets in excess of $10 million; (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)(i)(H), adopted under the Securities Act of 1933; (N) a "major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934; (0) any other person, other than an individual, of institutional character with total assets in excess of$25 million not organized for the specific purpose of evading the New Hampshire Uniform Securities Act; or (P) any other person specified by order issued under the New Hampshire Uniform Securities Act. "Depository institution" means: (A) a bank; or (B) a savings institution, trust company, credit union or similar institution, whether incorporated or not, doing business under the laws of a state or of the United States,a substantial portion of the business of which consists of receiving deposits or share - 18 - accounts insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, National Credit Union Share Insurance Fund or a successor authorized by federal law and which is supervised and examined by a state or federal agency having supervision over such institutions, and which is not operated for the purpose of evading the New Hampshire Uniform Securities Act. The term does not include: (i) an insurance company or other organization primarily engaged in the business of insurance; (ii) a Morris Plan bank; or (iii) an industrial loan company that is not an "insured depository institution" as defined in the Federal Deposit Insurance Act, 12 U.S.C. section 1813(c)(2), or any successor federal statute. (C) The inclusion of an institution in this definition shall not be construed as a grant of power or authority for such institution to engage in activities under the New Hampshire Uniform Securities Act that are not permitted under the laws governing such institution. "Batik" means any of the following: (A) a banking institution organized under the laws of the United States; (B) a member bank of the Federal Reserve System; (C) a bank organized under the laws of the state of New Hampshire; (D) a trust company; (E)any other banking institution,whether incorporated or not,doing business under the laws of a State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to section 1 of Public Law 87- 722 12 U.S.C. section 92a, and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading the New Hampshire Uniform Securities Act; and (F) a receiver, conservator, or other liquidating agent of any institution or firm included in the foregoing clauses (A), (B), (C), (D), or (E). `Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. New Jersey Provided that any seller who is not registered as a broker-dealer in this state effects transactions therein exclusively with or through the foregoing classes of purchaser: 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. The term "savings institution" means any savings and loan association or building and loan association operating pursuant to the Savings and - 19 - Loan Act of New Jersey, and any federal savings and loan association and any association or credit union organized under the laws of the United States or of any state whose accounts are insured by a federal corporation or agency). New Mexico (1) (19) Any institutional investor or a person registered under the Investment Advisers Act of 1940 or any other person exempted by rule adopted or order issued pursuant to the New Mexico Uniform Securities Act. New York Provided the offeror or seller is a registered or licensed broker or dealer in New York, any state or national bank, trust company or savings institution incorporated under the laws and subject to the examination, supervision and control of any state or of the United States or of any insular possession thereof, or any syndicate, corporation or group formed for the specific purpose of acquiring the securities for resale to the public directly or through other syndicates or groups, if the seller is engaged in the business of effecting securities transactions with or through such persons, and provided further that if the offered securities are subject to the requirements of Section 352-e of the New York General Business Law an exemption is available from the applicable requirements and the appropriate filing to secure such exemption is made with the State's Department of Law). North Carolina(20) 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, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. North Dakota(21) An institutional investor or a person registered under the Investment Advisers Act of 1940,or any other person exempted by rule adopted or order issued by the commissioner,provided, that any seller who is not registered as a broker-dealer in this state has no place of business in this state and effects transactions in this state exclusively with an institutional investor or a person registered under the Investment Advisers Act of 1940. Ohio An institutional investor(as defined), provided the offeror or seller is a registered or licensed broker or dealer in Ohio, or has no place of business in Ohio, is registered as a broker-dealer under the Securities Exchange Act of 1934 and effects transactions -20 - exclusively with these specified institutions: registered or licensed dealer or institutional investor. The term "Institutional investor" means any of the following,whether acting for itself or for others in a fiduciary capacity: (1) a bank or international banking institution; (2) an insurance company; (3) a separate account of an insurance company; (4) an investment company as defined in the Investment Company Act of 1940; (5) a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or licensed by the division of securities as a dealer; (6) An employee pension, profit- sharing, or benefit plan if the plan has total assets in excess of$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, that is one of the following: (a) a broker- dealer registered under the Securities Exchange Act of 1934, as amended; (b) an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940; (c) an investment adviser registered under the Ohio Securities Act,a bank, or an insurance company; (7) 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in ERISA,that is one of the following: (a) a broker-dealer registered under the Securities Exchange Act of 1934, as amended; (b) an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940; (c)an investment adviser registered under the Ohio Securities Act,a bank, or an insurance company; (8) a trust, if it has total assets in excess of$10 million, its trustee is a bank, and its participants are exclusively plans of the types identified in division (S)(6) or (7) of this section, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans; (9)An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, 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 $10 million; (10) A small business investment company licensed by the Small Business Administration under Section 301(c)of the Small Business Investment Act of 1958, with total assets in excess of$10 million; (11) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, with total assets in excess of$10 million; (12)a federal covered investment adviser acting for its own account; (13) a "qualified institutional buyer" as defined in 17 C.F.R. 230.144A(a)(1), other than 17 C.F.R. 230.144A(a)(1)(H); -21 - (14) a "major U.S. institutional investor" as defined in 17 C.F.R. 240.15a-6(b)(4)(i); (15) any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the Ohio Securities Act; (16) any other person specified by rule adopted or order issued under the Ohio Securities Act. The term "Batik" means any bank, trust company, savings and loan association,savings bank,or credit union that is incorporated or organized under the laws of the United States, any state of the United States, Canada, or any province of Canada and that is subject to regulation or supervision by that country, state, or province Oklahoma(1) (8) An institutional investor or a person registered under the Investment Advisers Act of 1940. Oregon 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 Administration;(v)the Government National Mortgage Association or (iv) 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(22) (23) Any institutional investor, whether the buyer is acting for itself or in some fiduciary capacity, provided that any seller who is not registered as a broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the issuers of the securities in the transactions, broker-dealers or institutional investors, or is a broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any registration denied or revoked under the Pennsylvania Securities Act or any predecessor statute, and has no place of business in the state and,during the preceding 12 months, does not direct offers to sell or buy into the state in any manner to persons other than broker- dealers, institutional investors or governmental agencies and other instrumentalities designated by regulation,or to more than five other customers in the state, whether or not the offeror or any of the' offerees is then present in the state. Puerto Rico (2) Any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Companies Act of Puerto Rico, pension or profit-sharing trust, or other financial institution or institutional purchaser whether the purchaser is acting -22 - for itself or in some fiduciary capacity,provided that any seller who is not registered as a broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. Rhode Island(24) Any financial or institutional investor,provided either the seller is registered or is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 and has no place of business there and effects transactions therein exclusively with the foregoing classes of purchaser. South Carolina(1)(8) Any institutional investor,federal covered investment adviser or any other person exempted by rule adopted or order issued under the South Carolina Uniform Securities Act. South Dakota(1) (8) Any institutional investor, federal covered investment adviser or any other person exempted by rule adopted or order issued under the South Dakota Uniform Securities Act. Tennessee (25) Provided that any offeror or seller who is not registered as a broker- dealer in this state has no place of business there, is registered as a broker-dealer with the Securities and Exchange Commission or the Financial Industry Regulatory Authority, and effects transactions therein exclusively with the foregoing classes of purchaser: any institutional investor, defined as any bank, unless the bank is acting as a broker-dealer, as such term is defined in the Tennessee Securities Act of 1980, 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 the commissioner may define by rule) 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 million). Texas 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, any qualified institutional buyer under SEC Rule 144A, as amended and interpreted by the SEC; or any corporation,partnership,trust,estate, or other entity (excluding individuals) having net worth of not less than$5 million or a wholly-owned subsidiary of such entity,as long -23 - as the entity was not formed for the purpose of acquiring the Bonds, provided that such financial institutions or other institutional investors are acting for their own account or as a bona fide trustee of a trust organized and existing other than for the purpose of acquiring the Bonds. The term "savings institution" includes any federally chartered credit union or savings and loan association, or federal savings bank, and any credit union or savings and loan association chartered under the laws of any state of the United States. Utah (26) A depository institution,a trust company,an insurance company,an 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, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. Vermont (1) (8) Any financial or institutional investor whether acting for itself or others in a fiduciary capacity. Virginia Any corporation, investment company or pension or profit-sharing trust. Washington(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 whether the purchaser is acting for itself or in some fiduciary capacity. The Administrator has interpreted the term "institutional buyer"to mean: (1) a corporation, business trust, or a partnership or wholly owned subsidiary of such an entity, which has been operating for at least 12 months and which has a net worth on a consolidated basis of at least $10 million as determined by the entity's most recent audited financial statements, such statements to be dated within 16 months of the transaction made in reliance upon this exemption; (2)any entity which has been granted exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 and which has a total endowment or trust funds of$5 million or more according to its most recent audited financial statements, such statements to be dated within 16 months of the transaction made in reliance upon this exemption; or (3) any wholly owned subsidiary of a bank, savings, institution, insurance company or investment company as defined in the Investment Company Act of 1940. The Administrator has further found that the term "institutional buyer" -24 - does not include a natural person, individual retirement account, Keogh account or other self-directed pension plan. West Virginia(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 whether the purchaser is acting for itself or in some fiduciary capacity, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the foregoing classes of purchaser. Pursuant to a Statement of Policy,the West Virginia Securities Commission has defined the term "institutional buyer" as: A. a corporation business trust, partnership limited liability company,limited liability partnership or a wholly owned subsidiary of any of the aforementioned entities, which has been operating on a continuing basis for at least twelve (12) months and which has a net worth of at least $5 million, 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 to be capable of evaluating the merits and risks of investment; B. an entity which has been granted exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended, which has been operating on a continuing basis for at least twelve (1) months and which has a net worth of at least $5 million, 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 to be capable of evaluating the merits and risks of investment; C. a Small Business Investment Company licensed by the United States Small Business Administration by the Small Business Investment Act of 1958, as amended; D. a private business development company as defined by the Investment Advisers Act of 1940; E. a Business Development Company as defined by the Investment Company Act of 1940, as amended; F. a wholly-owned subsidiary of a bank, savings institution, insurance company, or investment company as defined by the Investment Company Act of 1940, as amended; and G. a "Qualified Institutional Buyer" as defined in 17 CFR 230.144A(a). Wisconsin (27) An institutional investor, federal covered investment adviser or any other person exempted by rule adopted or order issued under the Wisconsin Uniform Securities Act,provided. that any seller who is - 25 - not registered as a broker-dealer in this state effects transactions therein exclusively with institutional investors. Wyoming(1) An institutional investor, federal covered investment adviser or any other person exempted by rule adopted or order issued under the Wyoming Securities Act, provided that any seller who is not registered as a dealer or broker-dealer in this state has no place of business there and effects transactions therein exclusively with an institutional investor. The term "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity: (A) A depository institution or 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 $10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the Wyoming Uniform Securities 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the ERISA, 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 the Wyoming Uniform Securities Act, a depository institution, or an insurance company; (H) A trust, if it has total assets in excess of$10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clauses (F) or (G) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans; (J) An organization described in Section 501(c)(3)of the Internal Revenue Code,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$10 million; (K) A small business investment company licensed by the small business administration under Section 681(c) of the Small Business -26 - Investment Act of 1958, with total assets in excess of$10 million; (M) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 with total assets in excess of$10 million; (N) A federal covered investment adviser acting for its own account; (0) a "qualified institutional buyer" as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933; (P)a"major United States institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934; (Q) any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the Wyoming Uniform Securities Act; or (R) any other person specified by rule adopted or order issued under the Wyoming Uniform Securities Act. The term "DeBositoty institution" means: (A)a bank; or(B) a savings institution,trust company,credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law. The term does not include: (I) An insurance company or other organization primarily engaged in the business of insurance; (II) A Morris Plan bank; or (III) An industrial loan company that is not an "insured depository institution" as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, (12 U.S.C. 1813(c)(2)), or any successor federal statute. The term "Bank" means: (A) A banking institution organized under the laws of the United States; (B) A member bank of the Federal Reserve System; (C) Any other banking institution, whether incorporated or not,doing business under the laws of a state or of the United States,a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to Section 1 of Public Law 87-722 (12 U.S.C. §92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading the Wyoming Uniform Securities Act; and(D)A receiver, conservator, or other liquidating agent of any institution or firm included in clauses (A), (B), or (C) of this paragraph. "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to -27 - supervision by the insurance commissioner or a similar official or agency of a state (1) 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 registered or licensed dealers or brokers or which are not required to be registered in this state, or with institutions enumerated with respect to this jurisdiction in this Part, other than an investment adviser that is not registered under the Investment Advisers Act of 1940, is affiliated with the offeror or seller, or which has investments under management of less than $100 million acting for the account of others pursuant to discretionary authority in a signed record. (2) Provided the offeror or seller(i) is registered 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 registered or licensed dealers or brokers or with institutions enumerated with respect to this jurisdiction in this Part. (3) 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 to persons other than registered broker-dealers or institutions enumerated with respect to this jurisdiction in this Part. (4) The institutional investors, governmental agencies and instrumentalities designated by rule of the California Commissioner of Corporations are: (a) any organization described in Section 501(c)(3) of the Internal Revenue Code, as amended to December 29, 1981, which has total assets, (including endowment, annuity and life income funds) of not less than $5 million according to its most recent audited financial statement; (b) any corporation which has a net worth on a consolidated basis according to its most recent audited financial statement of not less than $14 million; (c)any wholly-owned subsidiary of any institutional investor designated by the institutions enumerated with respect to this jurisdiction in this Part; and(d) the federal government, any agency or instrumentality of the federal government, any corporation wholly owned by the federal government, any state, any city, city and county, or county, or any agency or instrumentality of such governments, any state university or state college, and any retirement system for the benefit of employees of any of the foregoing,provided that any such 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 Bonds. (5) The Colorado Department of Regulatory Agencies Division of Securities has defined "financial or institutional investor" to mean any of the following, whether acting for itself or others in a fiduciary capacity: (a) a depository institution; (b) an insurance -28 - 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$5 million or its investment decisions are made by a named fiduciary, as defined in the federal ERISA, that is 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)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$5 million as of the end of its latest fiscal year; (i) a small business investment company licensed by the U.S. Small Business Administration under the federal Small Business Investment Act of 1958; and 0)any other institutional buyer. A "depository institution" is defined as any of the following: a person that is organized or chartered, or is doing business or holds an authorization certificate, under the laws of a state or of the United States which authorize the person to receive deposits,including deposits in savings,share, certificate, or other deposit accounts, and that is supervised and examined for the protection of depositors by an official or agency of a state or the United States; and 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 supervised and examined by an official or agency of a state or the United States). The term does not include an insurance company or other organization primarily engaged in the insurance business. (6) If the offeror or seller is a registered broker-dealer in Delaware,offers or sales of the Bonds may also be made to: (i)an"accredited investor"as defined in SEC Rule 501(a)(1)-(4), (7) and(8),other than any self-directed employee benefit plan with investment decisions made solely by persons that are "accredited investors" as defined in Rule 50 1(a)(5)-(6); (ii) any "qualified institutional buyer" as that term is defined in SEC Rule 144A(a)(1); and (iii) a corporation, partnership, trust, estate, or other entity (excluding individuals) having a net worth of not less than $5 million or a wholly-owned subsidiary of such entity, as long as the entity was not formed for the purpose of acquiring the specific securities. (7) If the offeror or seller is a registered broker-dealer in the District of Columbia, offers or sales of the Bonds may also be made to the following financial or institutional investors: (i) an employee pension, profit-sharing or benefit plan, provided the plan has total assets in excess of$5 million, or the investment decisions are made by a named fiduciary, as defined in the ERISA, 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 Advisers Act of 1940,a depository institution or an insurance company; (ii) a business development company as defined by the Investment Company Act of 1940; (iii)a"qualified institutional buyer"as defined in SEC Rule 144A;(iv)an accredited investor as defined in SEC Rule 501(a); and(iv)a limited liability company with net assets of at least $500,000 -29 - (8) The term "Institutional investor"means any of the following, whether acting for itself or for others in a fiduciary capacity: (a) a depository institution or 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$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA, 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 the state's uniform securities act,a depository institution,or an insurance company, (h) a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (f) or (g) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans, (i) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts trust or similar business trust, a limited liability company, or a partnership,not formed for the specific purpose of acquiring the securities offered,with total assets in excess of$10 million, 0)a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958, with total assets in excess of$10 million, (k) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 with total assets in excess of$10 million,(1)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)(i)(H), adopted under the Securities Act of 1933, (n) a"major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934, (o) any other person, other than an individual, of institutional character with total assets in excess of $10 million not organized for the specific purpose of evading the state's uniform securities act, or (p) any other person specified by rule adopted or order issued under the state's uniform securities act. The term "depository institution" means: (a) a bank or (b) a savings institution, trust company,credit union,or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (i)an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or - 30 - (iii) an industrial loan company. The term "batik" means: (a) banking institution organized under the laws of the United States,(b) a member bank of the Federal Reserve System, (c) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of United States Public Law 87-722, 12 United States Code, Section 92a, and that is supervised and examined by a state or federal agency having supervision over banks and that is not operated for the purpose of evading the state's uniform securities act, or (d) a receiver, conservator or other liquidating agent of any institution or firm described in the foregoing clauses (a), (b) or (c). "Insurance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. (9) The Illinois Securities Department has, by regulation, defined the term "institutional investor" to include, but not be limited to: (i) 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 bank, 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 million at the end of the calendar month preceding the month during which the transaction occurred for which the exemption is utilized, any government or political subdivision or instrumentality thereof,whether the purchaser is acting for itself or in some fiduciary capacity; or any partnership or other 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 or trust company is trustee or co-trustee; 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 million or(iii) in the case of a self-directed plan, investment decisions are made solely by persons that are described in this paragraph;pr-ovided, however, that any seller who is not registered as a dealer or broker-dealer in the state is not regularly engaged in the business of offering or selling securities in reliance upon the exemptions set forth in Sections 4.G or 4.M. (relating to limited offerings and preorganization subscriptions) of the Illinois Securities Act of 1953. - 31 - (10) The term "Institutional investor"means any of the following,whether acting for itself or for others in a fiduciary capacity: (a) a depository institution or 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, (0 an employee pension,profit-sharing,or benefit plan if the plan has total assets in excess of$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA, 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 the state's uniform securities act,a depository institution,or an insurance company, (h) a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (0 or(g) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans, (i) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts trust or similar business trust, a limited liability company, or a partnership,not formed for the specific purpose of acquiring the securities offered,with total assets in excess of$10 million, 0)a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 with total assets in excess of$10 million, (k) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 with total assets in excess of$10 million,(1)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)(i)(H), adopted under the Securities Act of 1933, (n) a "major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(1) adopted under the Securities Exchange Act of 1934, (o) any other person, other than an individual, of institutional character with total assets in excess of $10 million not organized for the specific purpose of evading the state's uniform securities act, or (p) any other person specified by rule adopted or order issued under the state's uniform securities act. The term "Depositofy institution" means: (a) a bank or (b) a savings institution, trust company,credit union,or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (i)an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or -32 - (iii) an industrial loan company that is not an "insured depository institution" as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, United States Code, title 12, Section 1813(c)(2), or any successor federal statute. "Batik" means: (a) banking institution organized under the laws of the United States, (b) a member bank of the Federal Reserve System, (c) a banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of United States Public Law 87-722, 12 United States Code,Section 92a,and that is supervised and examined by a state or federal agency having supervision over banks and that is not operated for the purpose of the state's uniform securities act, or (d) a receiver, conservator or other liquidating agent of any institution or firm described in the foregoing clauses(a), (b)or(c). The term "Insurance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state (11) The term "institutional investor"means any of the following,whether acting for itself or for others in a fiduciary capacity: (i) a depository institution or international banking institution; (ii)an insurance company or a separate account of an insurance company; (iii) an investment company as defined in the Investment Company Act of 1940; (iv) 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 federal ERISA, that is 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,an investment adviser registered under the Iowa Uniform Securities Act, a depository institution or an insurance company; (v) 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$5 million or its investment decisions are made by a duly designated public official or a named fiduciary, as defined in the federal ERISA, that is 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,an investment adviser registered under the Iowa Uniform Securities Act, a depository institution or an insurance company; (vi) a trust if it has total assets in excess of$5 million, its trustee is a depository institution and its participants are exclusively plans of the types identified in the foregoing clause,except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans; (vii) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts trust or similar business trust, a limited liability company or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million; (viii) a small business investment company licensed by the United States Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958, with total assets in excess -33 - of $5 million; (ix) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 with total assets in excess of $5 million; (x) a federal covered investment adviser acting for its own account; (xi) a qualified institutional buyer as defined in Rule 144A(a)(1), except as defined in Rule 144A(a)(1)(i)(H); (xii) a major U.S. institutional investor as defined in 17 CFR 240.15a- 6(b)(4)(i); (xiii)any other person, other than an individual, of institutional character with total assets in excess of$5 million not organized for the specific purpose of evading the Iowa Uniform Securities Act; or(xiv)any other person specified by rule adopted or order issued under the Iowa Uniform Securities Act. The term "Depository institution"means: (a) a bank or (b) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits,and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (i) an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or (iii) an industrial loan company. The term "Bank"means:(a)banking institution organized under the laws of the United States, (b) a member bank of the Federal Reserve System, (c) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of United States Public Law 87-722, 12 United States Code, Section 92a, and that is supervised and examined by a state or federal agency having supervision over banks and that is not operated for the purpose of evading the Iowa Uniform Securities Act, or (d) a receiver, conservator or other liquidating agent of any institution or firm described in the foregoing clauses(a),(b)or(c). "Insurance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. (12) The term "Institutional investor"means any of the following, whether acting for itself or for others in a fiduciary capacity: (a) a depository institution or 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, (0 an employee pension,profit-sharing,or benefit plan if the plan has total assets in excess of$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities 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 - 34 - of$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the ERISA,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 the state's uniform securities act,a depository institution,or an insurance company, (h) a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (0 or(g) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans, (i) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts trust or similar business trust, a limited liability company, or a partnership,not formed for the specific purpose of acquiring the securities offered, with total assets in excess of$10 million, 0) a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958, with total assets in excess of$5 million, (k) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, with total assets in excess of$5 million,(1) 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)(i)(H), adopted under the Securities Act of 1933, (n) a "major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934, (o) any other person, other than an individual, of institutional character with total assets in excess of $10 million not organized for the specific purpose of evading the state's uniform securities act, or (p) any other person specified by rule adopted or order issued under the state's uniform securities act. The term "Depository institution" means: (a) a bank or (b) a savings institution, trust company,credit union,or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (i)an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or (iii) an industrial loan company. The term "Bank" means: (a) banking institution organized under the laws of the United States, (b) a member bank of the Federal Reserve System, (c) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of United States Public Law 87-722, 12 United States Code, Section 92a, and that is supervised and examined by a state or federal agency having supervision over banks and that is not operated for the purpose of evading the state's uniform securities act, or (d) a receiver, conservator or other liquidating agent of any institution or firm described in the foregoing clauses (a), (b) or (c). "Insurance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which -35 - is subject to supervision by the Superintendent of Insurance or a similar official or agency of a state. (13) 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 million and which is either(a) a company (whether a corporation, a Massachusetts or similar business trust or 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 Rule 144A(a). (14) The term "Institutional investor"means any of the following,whether acting for itself or for others in a fiduciary capacity: (i) a depository institution or international banking 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) a broker-dealer registered under the securities exchange act of 1934, (vi) an employee pension, profit-sharing,or benefit plan if the plan has total assets in excess of$2,500,000 or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities act, a depository institution,or an insurance company, (vii) 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$2,500,000 or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA,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 the state's uniform securities act,a depository institution,or an insurance company, (viii) a trust, if it has total assets in excess of $2,500,000, its trustee is a depository institution,and its participants are exclusively plans of the types identified in clauses (vi) or(vii), regardless of size of their assets, except a trust that includes as participants self- directed individual retirement accounts or similar self-directed plans,(ix) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts 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 $2,500,000, (x) a small business investment company licensed by the small business administration under Section 301(c) of the Small Business Investment Act of - 36 - 1958, with total assets in excess of$2,500,000, (xi) a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, with total assets in excess of$2,500,000, (xii) a federal covered investment adviser acting for its own account, (xiii) a "qualified institutional buyer"as defined in Rule 144A(a)(1), other than rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933, (xiv) a "major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934, (xv) any other person, other than an individual, of institutional character with total assets in excess of$2,500,000 not organized for the specific purpose of evading the state's uniform securities act, and(xvi) any other person specified by rule or order under the state's uniform securities act. The term "Deposltofy institution"means a bank; or a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by federal statute by the federal deposit insurance corporation, the national credit union share insurance fund,or a successor authorized by federal law; or a bank that does not receive deposits because of a limitation in its charter, articles of incorporation, or articles of association.The term does not include any of the following: (i) an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or (iii) an industrial loan company that is not an insured depository institution,as that term is defined in Section 3(c)(2)of the Federal Deposit Insurance Act, 12 USC 1813(c)(2). "Bank" means any of the following: (i) a banking institution organized under the laws of the United States, (ii) a member bank of the federal reserve system, (iii) any other banking institution that meets all of the following: (A) it is doing business under the laws of a state or of the United States, (B) a substantial portion of its business consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to 12 USC 92a, (C) it is supervised and examined by a state or federal agency having supervision over banks, and (D) it is not operated for the purpose of evading the state's uniform securities act,(iv) a receiver,conservator,or other liquidating agent of any institution or firm included in clauses (1), (ii), or(iii). The term "Insurance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. (15) The term "Institutional investor"means any of the following, whether acting for itself or for others in a fiduciary capacity: (A) A depository institution or 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$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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, -37 - an investment adviser registered under the state's uniform securities 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA, 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 the state's uniform securities act,a depository institution,or an insurance company; (H) A trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (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; (I) An organization described in Section 501(c)(3) of the Internal Revenue Code, 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$10 million; (J) A small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958, with total assets in excess of $10 million; (K) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, with total assets in excess of$10 million; (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)(i)(H), adopted under the Securities Act of 1933; (N) a"major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934; (0) any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the state's uniform securities act; or (P) any other person specified by rule adopted or order issued under the state's uniform securities act. The term "Depository institution" means: (A) a bank; or(B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States,authorized to receive deposits,and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (1) an insurance company or other organization primarily engaged in the business of insurance; (ii) a Morris Plan bank; or (iii) an industrial loan company that is not an "insured depository institution" as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, or any successor federal statute. The term "Bank" means: (A) a banking institution organized under the laws of the United States; (B) a member bank of the Federal Reserve System; (C) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of Public Law 87-722 (12 USC Section 92a),and which is supervised and examined by a state or federal agency - 38 - having supervision over banks, and which is not operated for the purpose of evading the state's uniform securities act; and (D) A receiver, conservator, or other liquidating agent of any institution or firm included in clause (A), (B) or (C). The term "Insurance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state. (16) The Nebraska Department of Banking and Finance, Bureau of Securities, has, by interpretative opinion, defined the term `financial institution or institutional buyer" to include: any bank as defined in Section 3(a)(2) of the Securities Act of 1933, whether acting in its individual or fiduciary capacity; insurance company as defined in Section 2(13)of the Securities Act of 1933;business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; small business investment company licensed by the United States Small Business Administration,pursuant to Sections 301(c) or(d) of the Small Business Investment Company Act of 1958. Such interpretive opinion defined the term `pension or profit-sharing trust"to mean: (i)an employee benefit plan within the meaning of Title I of the ERISA, if the investment decisions are made by a "plan fiduciary" (as defined in Section 3(21) of the ERISA) which is either a bank, insurance company,or registered investment adviser;or(ii)an employee benefit plan that has total assets in excess of$5 million. The term "individual accredited investor"means: (1) any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (2) any manager of a limited liability company that is the issuer of the securities being offered or sold: (3) any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase, exceeds $1 million,excluding the value of their primary residence; or(4)any natural person who had an individual income in excess of$200,000 in each of the two most recent years or joint income with that person's spouse in excess of$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. (17) 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, is a broker-dealer registered under the Securities Exchange Act of 1934 or exempt therefrom, and(a) effects transactions in this jurisdiction exclusively with other broker-dealers licensed or exempt from licensing in this jurisdiction and the specified financial and institutional investors, or (b) is licensed under the securities laws of the jurisdiction in which it maintains a place of business and 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 during any 12 consecutive months does not effect transactions with more than five broker-dealers, whether or not the offeror or an offeree is then present in this jurisdiction. (18) The term ':financial institution or institutional buyer"means: (1)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 if. (a) its investment decisions are made by a -39 - named fiduciary,as defined in the ERISA,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, or (b) the plan has total assets in excess of$5 million ($5 million); and (vi) any other institutional buyer. The term "depositoy institution" means: (i) a person, other than 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, which is: (a) 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, and (b) supervised and examined for the protection of depositors by an official or agency of a state or the United States; or (ii) any trust company or other institution which 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 United States Comptroller of the Currency, and is supervised and examined by an official or agency of a state or the United States. (19) The term "Institutional investor"means any of the following, whether acting for itself or for others in a fiduciary capacity: (i) a depository institution or international banking 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) a broker-dealer registered under the securities exchange act of 1934, (vi) an employee pension,profit-sharing,or benefit plan if the plan has total assets in excess of$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities act, a depository institution,or an insurance company, (vii) 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA, 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 the state's uniform securities act,a depository institution,or an insurance company, (viii) a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clauses (vi) or(vii), regardless of size of their assets, except a trust that includes as participants self- directed individual retirement accounts or similar self-directed plans, (ix)an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts 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$10 million, (x) a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958, with total assets in excess of $10 million, (xi) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, with -40 - total assets in excess of$10 million,(xii) a federal covered investment adviser acting for its own account, (xiii) a "qualified institutional buyer" as defined in Rule 144A(a)(1), other than rule 144A(a)(1)(i)(H),adopted under the Securities Act of 1933,(xiv)a"major U.S. institutional investor"as defined in Rule 15a-6(b)(4)(i)adopted under the Securities Exchange Act of 1934, (xv) any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the state's uniform securities act, and(xvi) any other person specified by rule or order under the state's uniform securities act. The term "Depository institution" means a bank; or a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by federal statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law; or a receiver, conservator or other liquidating agent or such institutions or entities. "Depository institution" does not include: (i) an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or (iii) an industrial loan company that is not an "insured depository institution" as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, 12 USC 1813(c)(2), or any successor federal statute. The term "Bank" means: (i) a banking institution organized pursuant to the laws of the United States, (ii) a member bank of the federal reserve system, (iii) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of its business consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks pursuant to the authority of the comptroller of the currency pursuant to Section 1 of Public Law 87-722 (12 USC 92a) and that is supervised and examined by a state or federal agency having supervision over banks,and that is not operated for the purpose of evading the state's uniform securities act, and (iv) a receiver, conservator, or other liquidating agent of any institution or firm included in clauses (i), (ii), or (iii). The term `federal covered investment adviser" means a person registered under the federal Investment Advisers Act of 1940. `Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and that is subject to supervision by the insurance commissioner or a similar official or agency of a state. (20) Provided the offeror or seller(i) is registered or licensed in this jurisdiction, or(ii)has no place of business in this jurisdiction and (a) effects transactions in this jurisdiction exclusively with or through other broker-dealers registered or licensed in the jurisdiction or with a 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, 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 with respect to this jurisdiction in this Part, whether or not the -41 - dealer or any of the purchasers or sellers is then present in the jurisdiction. If the offeror or seller is a North Carolina registered dealer, offers and sales of the Bonds may also be made to any entity which has a net worth in excess of $1 million as determined by generally accepted accounting principles, in addition to the specified persons and institutions (21) The term "Institutional investor"means any of the following, whether acting for itself or for others in a fiduciary capacity: (a) a depository institution or 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, (0 an employee pension,profit-sharing,or benefit plan if the plan has total assets in excess of$10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the North Dakota's Securities 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$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA,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 the North Dakota Securities Act,a depository institution,or an insurance company, (h) a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (0 or(g) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans, (i) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts trust or similar business trust, a limited liability company, or a partnership,not formed for the specific purpose of acquiring the securities offered, with total assets in excess of$10 million, 0)a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 with total assets in excess of$10 million, (k) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940,with total assets in excess of$10 million,(1)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)(i)(H), adopted under the Securities Act of 1933, (n) a"major U.S. institutional investor" as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934, or(o)any other person,other than an individual, of institutional character with total assets in excess of $10 million not organized for the specific purpose of evading the state's uniform securities act. The term "Depository institution"means: (a)a bank or(b) a savings institution, trust company, credit union,or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or -42 - agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (i)an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank, or (iii) an industrial loan company. The term "Bank" means: (a) banking institution organized under the laws of the United States, (b) a member bank of the Federal Reserve System, (c) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States,a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of United States Public Law 87-722, 12 United States Code, Section 92a, and that is supervised and examined by a state or federal agency having supervision over banks and that is not operated for the purpose of evading the state's uniform securities act, or(d) a receiver, conservator or other liquidating agent of any institution or firm described in the foregoing clauses (a), (b) or(c). (22) Provided any seller who is not registered as a broker-dealer in this state has no place of business there and effects transactions therein exclusively with or through the issuers of the securities in the transactions, broker-dealers or institutional investors, or is a broker- dealer registered under the Securities Exchange Act of 1934, who has not previously had any registration denied or revoked under the Pennsylvania Securities Act or any predecessor statute,and has no place of business in the state and, during the preceding 12 months, does not direct offers to sell or buy into the state in any manner to persons other than broker-dealers, institutional investors or governmental agencies and other instrumentalities designated by regulation, or to more than five other customers in the state, whether or not the offeror or any of the offerees is then present in the state. (23) The term "Institutional Investor"means any bank, insurance company,pension or profit- sharing plan or trust (except a municipal pension plan or system), 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 Pennsylvania public school districts, or any person so designated by regulation of the Pennsylvania Securities Commission, whether the buyer is acting for itself or in some fiduciary capacity), including a qualified institutional buyer as defined in 17 CFR 203.144A. The term"institutional investor"also includes a corporation, partnership, trust, estate or other entity which has been in existence for 18 months and which has a tangible net worth on a consolidated basis, as reflected in its most recent audited financial statements,of$25 million or more;a college, university or other public or private institution which has received exempt status under Section 501(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 million 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 up to 5% of the endowment or trust funds; a wholly- owned subsidiary of a bank as defined in the Pennsylvania Securities Act (relating to -43 - banking institution; savings and loan institution); a small business investment company as the term is defined in Section 103 of the Small Business Investment Act of 1958, (15 U.S.C. §662) which either has a total capital of$1 million or more or is controlled by institutional investors as defined in section 102(k)of the act or this section; a seed capital fund,as defined in Section 2 and authorized in Section 6 of the Small Business Incubators Act(73 P.S. §§395.2 and 395.6);a business development credit corporation,as authorized by the Business Development Credit Corporation Law (7 P.S. §§6040-1 --6040-16); a person whose securityholders consist solely of institutional investors or broker-dealers; a person as to which the issuer reasonably believed qualified as an institutional investor under this section at the time of the offer or sale of the securities on the basis of written representations made to the issuer by the purchaser; a qualified institutional buyer as that term is defined in Rule 144A, or any successor rule; a qualified pension and profit sharing and stock bonus plan under Section 401 of the Internal Revenue Code of 1986 and all plans under Section 408 of the Internal Revenue Code of 1986 if the plan has either plan assets of $5 million or more, or investments of $500,000 or more in securities and retained, on an ongoing basis, the services of an investment adviser registered under Section 301 of the Pennsylvania Securities Act or a federally covered adviser to give professional investment management advice. The term "bank" means a bank, savings bank,savings institution,savings and loan association,thrift institution,trust company or similar organization which is organized or chartered under the laws of a state or of the United States, is authorized to and receives deposits and is supervised and examined by an official or agency of a state or by the United States if its deposits are insured by the Federal Deposit Insurance Corporation or a successor authorized by federal law, and any agency,branch or representative office of a foreign bank that is subject to the same degree of regulation and supervision as a domestic bank. The term "nuniicipal pension plan or- system" means a pension plan or system provided by a municipality as those terms are defined in Section 102 of the Pennsylvania Municipal Pension Plan Funding Standard and Recovery Act. (24) Provided the offeror or seller (i) is licensed as a dealer or broker in this jurisdiction, (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 (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. The General Laws of Rhode Island, 1956, as amended defines the term "financial or institutional investot-"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) an employee pension, profit sharing or benefit plan if the plan has total assets in excess of $5 million($5 million),or if investment decisions are made by a plan fiduciary,as defined in the ERISA, which is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the -44 - Investment Advisers Act of 1940, a depository institution or an insurance company; and (0 any other institutional buyer, whether acting for itself or another in a fiduciary capacity. The term "depository institution" means: a person which 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 which is supervised and examined for the protection of depositors by an official or agency of a state or the United States; 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 supervised and examined by an official or agency of a state or the United States; and "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 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 Financial Industry Regulatory Authority, or any successor regulatory authority, who effects transactions in this jurisdiction exclusively with or through registered or licensed broker-dealers or with institutions enumerated with respect to this jurisdiction in this Part or during any period of twelve consecutive months does not effect more than fifteen transactions in securities from, in, or into this jurisdiction other than to persons described herein. (26) Provided the offeror or seller (1) 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 registered or licensed dealers or brokers 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 period of twelve consecutive months does not direct more than fifteen offers to sell or buy into this jurisdiction in any manner to persons other than those specified in this Part, whether or not the offeror or any of the offerees is then present in this jurisdiction. (27) The term "Institutional investor"means any of the following, whether acting for itself or for others in a fiduciary capacity: (a) a depository institution or 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, (0 an employee pension,profit-sharing,or benefit plan if the plan has total assets in excess of S 10 million or its investment decisions are made by a named fiduciary, as defined in the ERISA, 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 the state's uniform securities 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 -45 - of$10 million or its investment decisions are made by a duly designated public official or by a named fiduciary,as defined in the ERISA, 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 the state's uniform securities act,a depository institution,or an insurance company, (h) a trust, if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (0 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, (i) an organization described in Section 501(c)(3)of the Internal Revenue Code,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$10 million, 0) a small business investment company licensed by the Small Business Administration under Section 301 (c)of the Small Business Investment Act of 1958 with total assets in excess of $10 million, (k) a private business development company as defined in Section 202 (a) (22) of the Investment Advisers Act of 1940, with total assets in excess of $10 million, (1) 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) (i) (H), adopted under the Securities Act of 1933, (n) a major U.S. institutional investor, as defined in Rule 15a-6 (b) (4) (i) adopted under the Securities Exchange Act of 1934, (o) any other person, other than an individual, of institutional character with total assets in excess of$10 million not organized for the specific purpose of evading the state's uniform securities act, or (p) any other person specified by rule adopted or order issued under the state's uniform securities act. The term "Depositot)� institution" means any of the following: (a) a bank or (b) a savings institution, trust company, credit union,or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law.The term does not include any of the following: (1)an insurance company or other organization primarily engaged in the business of insurance, (ii) a Morris Plan bank or(iii) an industrial loan company. The term "Bank"means any of the following: (a) a banking institution organized under the laws of the United States, (b) a member bank of the Federal Reserve System, (c) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of Public Law 87-722 (12 USC 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading the state's uniform securities act or (d) a receiver, conservator, or other liquidating agent of any institution or firm included described in the foregoing clauses(a), (b), or(c). "Lnsul•ance company"means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which -46 - is subject to supervision by the insurance commissioner or a similar official or agency of a state. The term "International bunking institution" means an international financial institution if which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933. -47 - MGreenbergTraurig $240,910,000 MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds, Series 2025 (City Center/Historic Convention Village) FINAL BLUE SKY SURVEY August 7, 2025 BOFA SECURITIES,INC. TRB CAPITAL MARKETS,LLC(D/B/A ESTRADA HINOJOSA) JEFFERIES LLC PNC CAPITAL MARKETS,LLC RAYMOND JAMES&ASSOCIATES,INC. AS UNDERWRITERS OF THE CAPTIONED BONDS Ladies and Gentlemen: This Memorandum supplements and completes our Preliminary Blue Sky Survey dated June 27,2025(the"Preliminary Survey")prepared in connection with the issuance of the captioned Bonds (the "Bonds"). This is written to inform you that the Bonds remain exempt in each of the jurisdictions listed in Part I of the Preliminary Survey and that the Bonds may be sold in such jurisdictions in any amount. Reference is hereby made to the provisions of Part III- Sales to Dealers and Part IV- Sales to Certain Institutions of the Preliminary Survey. This Memorandum is subject to the assumptions, limitations,qualifications and exceptions contained in the Preliminary Blue Sky Survey, including our cover letter thereto, and should be read in conjunction therewith . Very truly yours, GREENBERG TRAURIG, P.A.