CITE

    15 USC Sec. 77d                                             01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

HEAD

    Sec. 77d. Exempted transactions

STATUTE

      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.

SOURCE

    (May 27, 1933, ch. 38, title I, Sec. 4, 48 Stat. 77; June 6, 1934,
    ch. 404, title II, Sec. 203, 48 Stat. 906; Aug. 10, 1954, ch. 667,
    title I, Sec. 6, 68 Stat. 684; Pub. L. 88-467, Sec. 12, Aug. 20,
    1964, 78 Stat. 580; Pub. L. 94-29, Sec. 30, June 4, 1975, 89 Stat.
    169; Pub. L. 96-477, title VI, Sec. 602, Oct. 21, 1980, 94 Stat.
    2294.)

AMENDMENTS

      1980 - Par. (6). Pub. L. 96-477 added par. (6).
      1975 - Par. (5). Pub. L. 94-29 added par. (5).
      1964 - Pub. L. 88-467 substituted "shall not apply to - " for
    "shall not apply to any of the following transactions:" in
    introductory text.
      Par. (1). Pub. L. 88-467 reenacted existing first provision of
    par. (1) and struck out second and third provisions, which are
    incorporated in pars. (2) and (3)(A) to (C).
      Par. (2). Pub. L. 88-467 redesignated existing second provision
    of par. (1) as (2). Former par. (2) redesignated (4).
      Par. (3). Pub. L. 88-467 redesignated existing third provision of
    par. (1) as (3), designated the excepted transactions as cls. (A)
    to (C), inserted in cl. (B) "or such shorter period as the
    Commission may specify by rules and regulations or order" and
    inserted sentence relating to the applicable period to transactions
    referred to in clause (B).
      Par. (4). Pub. L. 88-467 redesignated former par. (2) as (4) and
    substituted "over-the-counter market" for "open or counter market".
      1954 - Act Aug. 10, 1954, reduced from 1 year to 40 days the
    period during which the delivery of a prospectus is required in
    trading transactions as distinguished from initial distribution of
    the new securities.
      1934 - Act June 6, 1934, among other changes, repealed par. (3),
    provisions of which were replaced by section 77c(9), (10) of this
    title.
                     EFFECTIVE DATE OF 1975 AMENDMENT
      Amendment by Pub. L. 94-29 effective June 4, 1975, see section
    31(a) of Pub. L. 94-29, set out as a note under section 78b of this
    title.
                     EFFECTIVE DATE OF 1964 AMENDMENT
      Amendment by Pub. L. 88-467 effective Aug. 20, 1964, see section
    13 of Pub. L. 88-467, set out as a note under section 78c of this
    title.
                     EFFECTIVE DATE OF 1954 AMENDMENT
      Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
    1954, see note under section 77b of this title.

TRANSFER OF FUNCTIONS

      For transfer of functions of Securities and Exchange Commission,
    with certain exceptions, to Chairman of such Commission, see Reorg.
    Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
    64 Stat. 1265, set out under section 78d of this title.

FOOTNOTE

    (!1) So in original. Probably should not be capitalized.