15 U.S.C. § 77c : US Code - Section 77C: Classes of securities under this subchapter

Search 15 U.S.C. § 77c : US Code - Section 77C: Classes of securities under this subchapter

(a) Exempted securities
Except as hereinafter expressly provided, the provisions of this
subchapter shall not apply to any of the following classes of
securities:
(1) Reserved.
(2) Any security issued or guaranteed by the United States or
any territory thereof, or by the District of Columbia, or by any
State of the United States, or by any political subdivision of a
State or territory, or by any public instrumentality of one or
more States or territories, or by any person controlled or
supervised by and acting as an instrumentality of the Government
of the United States pursuant to authority granted by the
Congress of the United States; or any certificate of deposit for
any of the foregoing; or any security issued or guaranteed by any
bank; or any security issued by or representing an interest in or
a direct obligation of a Federal Reserve bank; or any interest or
participation in any common trust fund or similar fund that is
excluded from the definition of the term "investment company"
under section 3(c)(3) of the Investment Company Act of 1940 [15
U.S.C. 80a-3(c)(3)]; or any security which is an industrial
development bond (as defined in section 103(c)(2) (!1) of title
26) the interest on which is excludable from gross income under
section 103(a)(1) (!1) of title 26 if, by reason of the
application of paragraph (4) or (6) of section 103(c) (!1) of
title 26 (determined as if paragraphs (4)(A), (5), and (7) were
not included in such section 103(c)),(!1) paragraph (1) of such
section 103(c) (!1) does not apply to such security; or any
interest or participation in a single trust fund, or in a
collective trust fund maintained by a bank, or any security
arising out of a contract issued by an insurance company, which
interest, participation, or security is issued in connection with
(A) a stock bonus, pension, or profit-sharing plan which meets
the requirements for qualification under section 401 of title 26,
(B) an annuity plan which meets the requirements for the
deduction of the employer's contributions under section 404(a)(2)
of title 26, (C) a governmental plan as defined in section 414(d)
of title 26 which has been established by an employer for the
exclusive benefit of its employees or their beneficiaries for the
purpose of distributing to such employees or their beneficiaries
the corpus and income of the funds accumulated under such plan,
if under such plan it is impossible, prior to the satisfaction of
all liabilities with respect to such employees and their
beneficiaries, for any part of the corpus or income to be used
for, or diverted to, purposes other than the exclusive benefit of
such employees or their beneficiaries, or (D) a church plan,
company, or account that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 [15 U.S.C. 80a-3(c)(14)], other than any plan
described in subparagraph (A), (B), (C), or (D) of this paragraph
(i) the contributions under which are held in a single trust fund
or in a separate account maintained by an insurance company for a
single employer and under which an amount in excess of the
employer's contribution is allocated to the purchase of
securities (other than interests or participations in the trust
or separate account itself) issued by the employer or any company
directly or indirectly controlling, controlled by, or under
common control with the employer, (ii) which covers employees
some or all of whom are employees within the meaning of section
401(c)(1) of title 26, or (iii) which is a plan funded by an
annuity contract described in section 403(b) of title 26. The
Commission, by rules and regulations or order, shall exempt from
the provisions of section 77e of this title any interest or
participation issued in connection with a stock bonus, pension,
profit-sharing, or annuity plan which covers employees some or
all of whom are employees within the meaning of section 401(c)(1)
of title 26, if and to the extent that the Commission determines
this to be necessary or appropriate in the public interest and
consistent with the protection of investors and the purposes
fairly intended by the policy and provisions of this subchapter.
For purposes of this paragraph, a security issued or guaranteed
by a bank shall not include any interest or participation in any
collective trust fund maintained by a bank; and the term "bank"
means any national bank, or banking institution organized under
the laws of any State, territory, or the District of Columbia,
the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or
similar official; except that in the case of a common trust fund
or similar fund, or a collective trust fund, the term "bank" has
the same meaning as in the Investment Company Act of 1940 [15
U.S.C. 80a-1 et seq.];
(3) Any note, draft, bill of exchange, or banker's acceptance
which arises out of a current transaction or the proceeds of
which have been or are to be used for current transactions, and
which has a maturity at the time of issuance of not exceeding
nine months, exclusive of days of grace, or any renewal thereof
the maturity of which is likewise limited;
(4) Any security issued by a person organized and operated
exclusively for religious, educational, benevolent, fraternal,
charitable, or reformatory purposes and not for pecuniary profit,
and no part of the net earnings of which inures to the benefit of
any person, private stockholder, or individual; or any security
of a fund that is excluded from the definition of an investment
company under section 3(c)(10)(B) of the Investment Company Act
of 1940 [15 U.S.C. 80a-3(c)(10)(B)];
(5) Any security issued (A) by a savings and loan association,
building and loan association, cooperative bank, homestead
association, or similar institution, which is supervised and
examined by State or Federal authority having supervision over
any such institution; or (B) by (i) a farmer's cooperative
organization exempt from tax under section 521 of title 26, (ii)
a corporation described in section 501(c)(16) of title 26 and
exempt from tax under section 501(a) of title 26, or (iii) a
corporation described in section 501(c)(2) of title 26 which is
exempt from tax under section 501(a) of title 26 and is organized
for the exclusive purpose of holding title to property,
collecting income therefrom, and turning over the entire amount
thereof, less expenses, to an organization or corporation
described in clause (i) or (ii);
(6) Any interest in a railroad equipment trust. For purposes of
this paragraph "interest in a railroad equipment trust" means any
interest in an equipment trust, lease, conditional sales
contract, or other similar arrangement entered into, issued,
assumed, guaranteed by, or for the benefit of, a common carrier
to finance the acquisition of rolling stock, including motive
power;
(7) Certificates issued by a receiver or by a trustee or debtor
in possession in a case under title 11, with the approval of the
court;
(8) Any insurance or endowment policy or annuity contract or
optional annuity contract, issued by a corporation subject to the
supervision of the insurance commissioner, bank commissioner, or
any agency or officer performing like functions, of any State or
Territory of the United States or the District of Columbia;
(9) Except with respect to a security exchanged in a case under
title 11, any security exchanged by the issuer with its existing
security holders exclusively where no commission or other
remuneration is paid or given directly or indirectly for
soliciting such exchange;
(10) Except with respect to a security exchanged in a case
under title 11, any security which is issued in exchange for one
or more bona fide outstanding securities, claims or property
interests, or partly in such exchange and partly for cash, where
the terms and conditions of such issuance and exchange are
approved, after a hearing upon the fairness of such terms and
conditions at which all persons to whom it is proposed to issue
securities in such exchange shall have the right to appear, by
any court, or by any official or agency of the United States, or
by any State or Territorial banking or insurance commission or
other governmental authority expressly authorized by law to grant
such approval;
(11) Any security which is a part of an issue offered and sold
only to persons resident within a single State or Territory,
where the issuer of such security is a person resident and doing
business within or, if a corporation, incorporated by and doing
business within, such State or Territory.
(12) Any equity security issued in connection with the
acquisition by a holding company of a bank under section 1842(a)
of title 12 or a savings association under section 1467a(e) of
title 12, if -
(A) the acquisition occurs solely as part of a reorganization
in which security holders exchange their shares of a bank or
savings association for shares of a newly formed holding
company with no significant assets other than securities of the
bank or savings association and the existing subsidiaries of
the bank or savings association;
(B) the security holders receive, after that reorganization,
substantially the same proportional share interests in the
holding company as they held in the bank or savings
association, except for nominal changes in shareholders'
interests resulting from lawful elimination of fractional
interests and the exercise of dissenting shareholders' rights
under State or Federal law;
(C) the rights and interests of security holders in the
holding company are substantially the same as those in the bank
or savings association prior to the transaction, other than as
may be required by law; and
(D) the holding company has substantially the same assets and
liabilities, on a consolidated basis, as the bank or savings
association had prior to the transaction.
For purposes of this paragraph, the term "savings association"
means a savings association (as defined in section 1813(b) of
title 12) the deposits of which are insured by the Federal
Deposit Insurance Corporation.
(13) Any security issued by or any interest or participation in
any church plan, company or account that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(14)].
(14) Any security futures product that is -
(A) cleared by a clearing agency registered under section 78q-
1 of this title or exempt from registration under subsection
(b)(7) of such section 78q-1; and
(B) traded on a national securities exchange or a national
securities association registered pursuant to section 78o-3(a)
of this title.
(b) Additional exemptions
The Commission may from time to time by its rules and
regulations, and subject to such terms and conditions as may be
prescribed therein, add any class of securities to the securities
exempted as provided in this section, if it finds that the
enforcement of this subchapter with respect to such securities is
not necessary in the public interest and for the protection of
investors by reason of the small amount involved or the limited
character of the public offering; but no issue of securities shall
be exempted under this subsection where the aggregate amount at
which such issue is offered to the public exceeds $5,000,000.
(c) Securities issued by small investment company
The Commission may from time to time by its rules and regulations
and subject to such terms and conditions as may be prescribed
therein, add to the securities exempted as provided in this section
any class of securities issued by a small business investment
company under the Small Business Investment Act of 1958 [15 U.S.C.
661 et seq.] if it finds, having regard to the purposes of that
Act, that the enforcement of this subchapter with respect to such
securities is not necessary in the public interest and for the
protection of investors.