Page:United States Statutes at Large Volume 78.djvu/663

 78

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PUBLIC LAW 88-503-AUG. 30, 1964

(2) any security issued or guaranteed by Canada, any Canadian Province, any political subdivision of any such Province, any agency or corporate or other instrumentality of one or more of the foregoing, or any other foreign government with which the United States currently maintams diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor; (3) any security issued by and representing an interest in or a debt of, or guaranteed by, any bank organized under the laws of the United States, or any bank, savings institution, or trust company organized and supervised under the laws of any State; (4) any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within nine months of the date of issuance, exclusive of diays of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal; or (5) any investment contract issued in connection with an employees' stock purchase, savings, pension, profit-sharing, or similar benefit plan. (f) For the purpose of subsection (a) of this section "exempt transaction" means— (1) any tr9,n.saction between the issuer or other person on whose behalf the offering is made and an underwriter, or any transaction among underwriters; (2) any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust, or by an agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust, or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit; (3) any transaction by a receiver or trustee in bankruptcy; (4) any offer or sale to 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 to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity; (5) any transaction pursuant to an offer directed by the offeror to not more than twenty-five persons in the District during any period of twelve consecutive months, whether or not the offeror or any of the offerees is then present in the District, if the seller reasonably believes that all the buyers in the District are purchasing for investment; (6) any offer or sale of a preorganization certificate or subscription if (A) no commission or other remuneration is paid or ^iven directly or indirectly for soliciting any prospective sulbscriber, and (B) the number of subscribers does not exceed twenty-five, and (C) no payment is made by any subscriber; (7) any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants, or transferable warrants, exercisable within not more than ninety days of their issuance, if (A) no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in the District, or (B) the issuer first files a notice specifying the terms of the offer and the Commission does not by order disallow the exemption within the next five full business days; or

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54 Stat. 789. 15 USC 80a-51.

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