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SEC. 2A. (77/6–1) SWAP AGREEMENTS.

(a) NON-SECURITY-BASED SWAP AGREEMENTS.The definit
of “security” in section 2(a)(1) of this title does not include any n
security-based swap agreement (as defined in section 206C of
Gramm-Leach-Bliley Act).
(b) SECURITY-BASED SWAP AGREEMENTS.

(1) The definition of “security” in section 2(a)(1) of this t
does not include any security-based swap agreement (as
fined in section 206B of the Gramm-Leach-Bliley Act).

(2) The Commission is prohibited from registering, or
quiring, recommending, or suggesting, the registration un
this title of any security-based swap agreement (as defined
section 206B of the Gramm-Leach-Bliley Act). If the Com
sion becomes aware that a registrant has filed a registrat
statement with respect to such a swap agreement, the C
mission shall promptly so notify the registrant. Any such
istration statement with respect to such a swap agreem
shall be void and of no force or effect.
(3) The Commission is prohibited from-

(A) promulgating, interpreting, or enforcing rules; o

(B) issuing orders of general applicability;
under this title in a manner that imposes or specifies report
or recordkeeping requirements, procedures, or standards
prophylactic measures against fraud, manipulation, or insi
trading with respect to any security-based swap agreement
defined in section 206B of the Gramm-Leach-Bliley Act).

(4) References in this title to the “purchase” or “sale”
security-based swap agreement shall be deemed to mean
execution, termination (prior to its scheduled maturity da
assignment, exchange, or similar transfer or conveyance of
extinguishing of rights or obligations under, a security-ba
swap agreement (as defined in section 206B of the Gran
Leach-Bliley Act), as the context may require.

EXEMPTED SECURITIES 1
SEC. 3. [77c] (a) Except as hereinafter expressly provided,
provisions of this title shall not apply to any of the following cía
es of securities:

(1) Reserved.

(2) Any security issued or guaranteed by the United Sta
or any Territory thereof, or by the District of Columbia, or
any State of the United States, or by any political subdivis
of a State or Territory, or by any public instrumentality of
or more States or Territories, or by any person controlled
supervised by and acting as an instrumentality of the Gove
ment of the United States pursuant to authority granted
the Congress of the United States; or any certificate of dep
for any of the foregoing; or any security issued or guarant
by any bank; or any security issued by or representing an
terest in or a direct obligation of a Federal Reserve bank
any interest or participation in any common trust fund or si

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1 Additional exemptions contained at: 7 U.S.C. 1932(d)(6); 12 U.S.C. 1455, 1717, 1719, 1
15 U.S.C. 77c, note; 20 U.S.C. 1087–2, 1087hh; 22 U.S.C. 283(h), 285h, 286k-1, 290,-
U.S.C. 1625; and 45 U.S.C. 720. [Printed in appendix to this volume except for 7 U
1932(dX6) and 15 U.S.C. 77c.)

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lar fund that is excluded from the definition of the term “investment company" under section 3(c)(3) of the Investment Company Act of 1940; or any security which is an industrial development bond (as defined in section 103(c)(2) of the Internal Revenue Code of 1954) 1 the interest on which is excludable from gross income under section 103(a)(1) of such Code if, by reason of the application of paragraph (4) or (6) of section 103(c) of such Code (determined as if paragraphs (4)(A), (5), and (7)2 were not included in such section 103(c)), paragraph (1) of such section 103(c) 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 the Internal Revenue Code of 1954,3 (B) an annuity plan which meets the requirements for the deduction of the employer's contributions under section 404(a)(2) of such Code, 4 or (C) a governmental plan as defined in section 414(d) of such Code 5 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, other than any plan described in clause (A), (B), or (C) 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 such Code, or (iii) which is a plan funded by an annuity contract described in section 403(b) 6 of such Code. The Commission, by rules and regulations or order, shall exempt from the provisions of section 5 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 the Internal Revenue Code of 1954, if and to the extent that the Commission determines this to be necessary or

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1 Section 103(c) of the Internal Revenue Code of 1954 redesignated as section 103(b) by section 1901(a)(17) of Pub. L. 94455 (26 U.S.C. 103(b)). [Printed in appendix to this volume.)

2 Paragraph (7) redesignated as paragraph (13) (26 U.S.C. 103(b)(13)). (Printed in appendix to this volume.)

3 26 U.S.C. 401. [Printed in appendix to this volume.)
4 26 U.S.C. 404(a)(2). [Printed in appendix to this volume.]
5 26 U.S.C. 414(d). [Printed in appendix to this volume.)
6 26 U.S.C. 403(b). [Printed in appendix to this volume.]

appropriate in the public interest and consistent with the p tection of investors and the purposes fairly intended by the p icy and provisions of this title. For purposes of this paragra a security issued or guaranteed by a bank shall not inclu any interest or participation in any collective trust fund ma tained by a bank; and the term “bank” means any nation bank, or any banking institution organized under the laws any State, territory, or the District of Columbia, the busine of which is substantially confined to banking and is supervis by the State or territorial banking commission or similar of cial; except that in the case of a common trust fund or simil fund, or a collective trust fund, the term “bank” has the san meaning as in the Investment Company Act of 1940;

(3) Any note, draft, bill of exchange, or banker's acceptan which arises out of a current transaction or the proceeds which have been or are to be used for current transactions, ar which has a maturity at the time of issuance of not exceedin nine months, exclusive of days of grace, or any renewal there the maturity of which is likewise limited;

(4) Any security issued by a person organized and operate exclusively for religious, educational, benevolent, fraterna charitable, or reformatory purposes and not for pecuniary pro it, and no part of the net earnings of which inures to the be efit of any person, private stockholder, or individual; or any s curity of a fund that is excluded from the definition of an i vestment company, under section 3(c)(10)(B) of the Investme Company Act of 1940;

(5) Any security issued (A) by a savings and loan associ tion, building and loan association, cooperative bank, hom stead association, or similar institution, which is supervise and examined by State or Federal authority having supervisi over any such institution; or (B) by (i) a farmer's cooperati organization exempt from tax under section 521 of the Intern Revenue Code of 1954,1 (ii) a corporation described in sectio 501(c)(16) of such Code 2 and exempt from tax under sectic 501(a) of such Code, or (iii) a corporation described in sectio 501(c)(2) of such Code which is exempt from tax under sectio 501(a) of such Code and is organized for the exclusive purpos of holding title to property, collecting income therefrom, ar turning over the entire amount thereof, less expenses, to an o ganization or corporation described in clause (i) or (ii);

(6) Any interest in a railroad equipment trust. For pu poses of this paragraph “interest in a railroad equipment trus means any interest in an equipment trust, lease, condition sales contract, or other similar arrangement entered int issued, assumed, guaranteed by, or for the benefit of, a cor mon carrier to finance the acquisition of rolling stock, inclu ing motive power;

(7) Certificates issued by a receiver or by a trustee bankruptcy, with the approval of the court;

(8) Any insurance or endowment policy or annuity contra or optional annuity contract, issued by a corporation subject

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1 26 U.S.C. 521. [Printed in appendix to this volume.) 226 U.S.C. 501(c) 16). [Printed in appendix to this volume.]

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 3(a) of the Bank Holding Company Act of 1956 or a savings association under section 10(e) of the Home Owners' Loan Act, 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 3(b) of the

1 But see section 24(d) of the Investment Company Act of 1940, infra.

Federal Deposit Insurance Act) the deposits of which are sured by the Federal Deposit Insurance Corporation.

(13) Any security issued by or any interest or participa in any church plan, company or account that is excluded 1 the definition of an investment company under section 3(c of the Investment Company Act of 1940. (14) Any security futures product that is

(A) cleared by a clearing agency registered under tion 17A of the Securities Exchange Act of 1934 or exe from registration under subsection (b)(7) of such se 17A; and

(B) traded on a national securities exchange or a tional securities association registered pursuant to sec

15A(a) of the Securities Exchange Act of 1934. (b) The Commission may from time to time by its rules regulations, and subject to such terms and conditions as ma prescribed therein, add any class of securities to the securities empted as provided in this section, if it finds that the enforcer of this title with respect to such securities is not necessary in public interest and for the protection of investors by reason of small amount involved or the limited character of the public o ing; but no issue of securities shall be exempted under this section where the aggregate amount at which such issue is off to the public exceeds $5,000,000.

(c) The Commission may from time to time by its rules regulations and subject to such terms and conditions as ma prescribed therein, add to the securities exempted as provide this section any class of securities issued by a small business vestment company under the Small Business Investment Ac 1958 1 if it finds, having regard to the purposes of that Act, the enforcement of this Act with respect to such securities is necessary in the public interest and for the protection of inves

EXEMPTED TRANSACTIONS 2
SEC. 4. (77d] The provisions of section 5 shall not apply

(1) transactions by any person other than an issuer, un writer, or dealer.

(2) transactions by an issuer not involving any public o ing.

(3) transactions by a dealer (including an underwrite longer acting as an underwriter in respect of the security volved in such transaction), except

(A) transactions taking place prior to the expirati forty days after the first date upon which the security bona fide offered to the public by the issuer or b through an underwriter,

(B) transactions in a security as to which a regi tion statement has been filed taking place prior to the piration of forty days after the effective date of such istration statement or prior to the expiration of forty after the first date upon which the security was bona offered to the public by the issuer or by or through an

115 U.S.C. 661 et seq. 2 See additional exemption contained at 11 U.S.C. 1145. [Printed in appendix to this vo

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