§ 77d. — Exempted transactions.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77d]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER I--DOMESTIC SECURITIES
Sec. 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--
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\1\ So in original. Probably should not be capitalized.
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(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.
(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.
Section Referred to in Other Sections
This section is referred to in sections 77p, 77r, 77r-1, 78c, 78o-3,
78bb, 80a-24 of this title; title 12 sections 24, 1464, 1757; title 26
section 67.
