15 U.S.C. § 77d : US Code - Section 77D: Exempted transactions

Search 15 U.S.C. § 77d : US Code - Section 77D: Exempted transactions

The provisions of section 77e of this title shall not apply to -
(1) transactions by any person other than an issuer,
underwriter, or dealer.
(2) transactions by an issuer not involving any public
offering.
(3) transactions by a dealer (including an underwriter no
longer acting as an underwriter in respect of the security
involved in such transaction), except -
(A) transactions taking place prior to the expiration of
forty days after the first date upon which the security was
bona fide offered to the public by the issuer or by or through
an underwriter,
(B) transactions in a security as to which a registration
statement has been filed taking place prior to the expiration
of forty days after the effective date of such registration
statement or prior to the expiration of forty days after the
first date upon which the security was bona fide offered to the
public by the issuer or by or through an underwriter after such
effective date, whichever is later (excluding in the
computation of such forty days any time during which a stop
order issued under section 77h of this title is in effect as to
the security), or such shorter period as the Commission may
specify by rules and regulations or order, and
(C) transactions as to securities constituting the whole or a
part of an unsold allotment to or subscription by such dealer
as a participant in the distribution of such securities by the
issuer or by or through an underwriter.
With respect to transactions referred to in clause (B), if
securities of the issuer have not previously been sold pursuant
to an earlier effective registration statement the applicable
period, instead of forty days, shall be ninety days, or such
shorter period as the Commission may specify by rules and
regulations or order.
(4) brokers' transactions executed upon customers' orders on
any exchange or in the over-the-counter market but not the
solicitation of such orders.
(5)(A) Transactions (!1) involving offers or sales of one or
more promissory notes directly secured by a first lien on a
single parcel of real estate upon which is located a dwelling or
other residential or commercial structure, and participation
interests in such notes -
(i) where such securities are originated by a savings and
loan association, savings bank, commercial bank, or similar
banking institution which is supervised and examined by a
Federal or State authority, and are offered and sold subject to
the following conditions:
(a) the minimum aggregate sales price per purchaser shall
not be less than $250,000;
(b) the purchaser shall pay cash either at the time of the
sale or within sixty days thereof; and
(c) each purchaser shall buy for his own account only; or
(ii) where such securities are originated by a mortgagee
approved by the Secretary of Housing and Urban Development
pursuant to sections 1709 and 1715b of title 12 and are offered
or sold subject to the three conditions specified in
subparagraph (A)(i) to any institution described in such
subparagraph or to any insurance company subject to the
supervision of the insurance commissioner, or any agency or
officer performing like function, of any State or territory of
the United States or the District of Columbia, or the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage
Association, or the Government National Mortgage Association.
(B) Transactions (!1) between any of the entities described in
subparagraph (A)(i) or (A)(ii) involving non-assignable contracts
to buy or sell the foregoing securities which are to be completed
within two years, where the seller of the foregoing securities
pursuant to any such contract is one of the parties described in
subparagraph (A)(i) or (A)(ii) who may originate such securities
and the purchaser of such securities pursuant to any such
contract is any institution described in subparagraph (A)(i) or
any insurance company described in subparagraph (A)(ii), the
Federal Home Loan Mortgage Corporation, Federal National Mortgage
Association, or the Government National Mortgage Association and
where the foregoing securities are subject to the three
conditions for sale set forth in subparagraphs (A)(i)(a) through
(c).
(C) The (!1) exemption provided by subparagraphs (A) and (B)
shall not apply to resales of the securities acquired pursuant
thereto, unless each of the conditions for sale contained in
subparagraphs (A)(i)(a) through (c) are satisfied.
(6) transactions involving offers or sales by an issuer solely
to one or more accredited investors, if the aggregate offering
price of an issue of securities offered in reliance on this
paragraph does not exceed the amount allowed under section 77c(b)
of this title, if there is no advertising or public solicitation
in connection with the transaction by the issuer or anyone acting
on the issuer's behalf, and if the issuer files such notice with
the Commission as the Commission shall prescribe.