-CITE- 15 USC CHAPTER 2A - SECURITIES AND TRUST INDENTURES 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES -HEAD- CHAPTER 2A - SECURITIES AND TRUST INDENTURES -MISC1- SUBCHAPTER I - DOMESTIC SECURITIES Sec. 77a. Short title. 77b. Definitions; promotion of efficiency, competition, and capital formation. 77b-1. Swap agreements. 77c. Classes of securities under this subchapter. 77d. Exempted transactions. 77e. Prohibitions relating to interstate commerce and the mails. 77f. Registration of securities. 77g. Information required in registration statement. 77h. Taking effect of registration statements and amendments thereto. 77h-1. Cease-and-desist proceedings. 77i. Court review of orders. 77j. Information required in prospectus. 77k. Civil liabilities on account of false registration statement. 77l. Civil liabilities arising in connection with prospectuses and communications. 77m. Limitation of actions. 77n. Contrary stipulations void. 77o. Liability of controlling persons. 77p. Additional remedies; limitation on remedies. 77q. Fraudulent interstate transactions. 77r. Exemption from State regulation of securities offerings. 77r-1. Preemption of State law. 77s. Special powers of Commission. 77t. Injunctions and prosecution of offenses. 77u. Hearings by Commission. 77v. Jurisdiction of offenses and suits. 77w. Unlawful representations. 77x. Penalties. 77y. Jurisdiction of other Government agencies over securities. 77z. Separability. 77z-1. Private securities litigation. 77z-2. Application of safe harbor for forward-looking statements. 77z-3. General exemptive authority. 77aa. Schedule of information required in registration statement. SUBCHAPTER II - FOREIGN SECURITIES 77bb. "Corporation of Foreign Security Holders"; creation; principal office; branch offices. 77cc. Directors of Corporation; appointment, term of office, and removal. 77dd. Powers and duties of Corporation, generally. 77ee. Directors of Corporation, powers and duties generally. 77ff. Accounts and annual balance sheet of Corporation; audits. 77gg. Annual report by Corporation; printing and distribution. 77hh. Assessments by Corporation on holders of foreign securities. 77ii. Subscriptions accepted by Corporation as loans; repayment. 77jj. Loans to Corporation from Reconstruction Finance Corporation authorized. 77kk. Representations by Corporation as acting for Department of State or United States forbidden; interference with foreign negotiations forbidden. 77ll. Effective date of subchapter. 77mm. Short title. SUBCHAPTER III - TRUST INDENTURES 77aaa. Short title. 77bbb. Necessity for regulation. 77ccc. Definitions. 77ddd. Exempted securities and transactions. 77eee. Securities required to be registered under Securities Act. 77fff. Securities not registered under Securities Act. 77ggg. Qualification of indentures covering securities not required to be registered. 77hhh. Integration of procedure with Securities Act and other Acts. 77iii. Effective time of qualification. 77jjj. Eligibility and disqualification of trustee. 77kkk. Preferential collection of claims against obligor. 77lll. Bondholders' lists. 77mmm. Reports by indenture trustee. 77nnn. Reports by obligor; evidence of compliance with indenture provisions. 77ooo. Duties and responsibility of the trustee. 77ppp. Directions and waivers by bondholders; prohibition of impairment of holder's right to payment; record date. 77qqq. Special powers of trustee; duties of paying agents. 77rrr. Effect of prescribed indenture provisions. 77sss. Rules, regulations, and orders. 77ttt. Hearings by Commission. 77uuu. Special powers of the Commission. 77vvv. Judicial review. 77www. Liability for misleading statements. 77xxx. Unlawful representations. 77yyy. Penalties. 77zzz. Effect on existing law. 77aaaa. Contrary stipulations void. 77bbbb. Separability. -End- -CITE- 15 USC SUBCHAPTER I - DOMESTIC SECURITIES 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- SUBCHAPTER I - DOMESTIC SECURITIES -End- -CITE- 15 USC Sec. 77a 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77a. Short title -STATUTE- This subchapter may be cited as the "Securities Act of 1933". -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 1, 48 Stat. 74.) -MISC1- SHORT TITLE OF 1980 AMENDMENT Pub. L. 96-477, title VI, Sec. 601, Oct. 21, 1980, 94 Stat. 2294, provided that: "This title [amending sections 77b and 77d of this title] may be cited as the 'Small Business Issuers' Simplification Act of 1980'." -End- -CITE- 15 USC Sec. 77b 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77b. Definitions; promotion of efficiency, competition, and capital formation -STATUTE- (a) Definitions When used in this subchapter, unless the context otherwise requires - (1) The term "security" means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. (2) The term "person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term "trust" shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security. (3) The term "sale" or "sell" shall include every contract of sale or disposition of a security or interest in a security, for value. The term "offer to sell", "offer for sale", or "offer" shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. The terms defined in this paragraph and the term "offer to buy" as used in subsection (c) of section 77e of this title shall not include preliminary negotiations or agreements between an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer) and any underwriter or among underwriters who are or are to be in privity of contract with an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer). Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing, shall be conclusively presumed to constitute a part of the subject of such purchase and to have been offered and sold for value. The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving the holder of such security the right to convert such security into another security of the same issuer or of another person, or giving a right to subscribe to another security of the same issuer or of another person, which right cannot be exercised until some future date, shall not be deemed to be an offer or sale of such other security; but the issue or transfer of such other security upon the exercise of such right of conversion or subscription shall be deemed a sale of such other security. Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities. (4) The term "issuer" means every person who issues or proposes to issue any security; except that with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued; except that in the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity; except that with respect to equipment-trust certificates or like securities, the term "issuer" means the person by whom the equipment or property is or is to be used; and except that with respect to fractional undivided interests in oil, gas, or other mineral rights, the term "issuer" means the owner of any such right or of any interest in such right (whether whole or fractional) who creates fractional interests therein for the purpose of public offering. (5) The term "Commission" means the Securities and Exchange Commission. (6) The term "Territory" means Puerto Rico, the Virgin Islands, and the insular possessions of the United States. (7) The term "interstate commerce" means trade or commerce in securities or any transportation or communication relating thereto among the several States or between the District of Columbia or any Territory of the United States and any State or other Territory, or between any foreign country and any State, Territory, or the District of Columbia, or within the District of Columbia. (8) The term "registration statement" means the statement provided for in section 77f of this title, and includes any amendment thereto and any report, document, or memorandum filed as part of such statement or incorporated therein by reference. (9) The term "write" or "written" shall include printed, lithographed, or any means of graphic communication. (10) The term "prospectus" means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security; except that (a) a communication sent or given after the effective date of the registration statement (other than a prospectus permitted under subsection (b) of section 77j of this title) shall not be deemed a prospectus if it is proved that prior to or at the same time with such communication a written prospectus meeting the requirements of subsection (a) of section 77j of this title at the time of (!1) such communication was sent or given to the person to whom the communication was made, and (b) a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom a written prospectus meeting the requirements of section 77j of this title may be obtained and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed, and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest and for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit. (11) The term "underwriter" means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commission. As used in this paragraph the term "issuer" shall include, in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. (12) The term "dealer" means any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. (13) The term "insurance company" means a company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a State or territory or the District of Columbia; or any receiver or similar official or any liquidating agent for such company, in his capacity as such. (14) The term "separate account" means an account established and maintained by an insurance company pursuant to the laws of any State or territory of the United States, the District of Columbia, or of Canada or any province thereof, under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or charged against such account without regard to other income, gains, or losses of the insurance company. (15) The term "accredited investor" shall mean - (i) a bank as defined in section 77c(a)(2) of this title whether acting in its individual or fiduciary capacity; an insurance company as defined in paragraph (13) of this subsection; an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] or a business development company as defined in section 2(a)(48) of that Act [15 U.S.C. 80a-2(a)(48)]; a Small Business Investment Company licensed by the Small Business Administration; or an employee benefit plan, including an individual retirement account, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 [29 U.S.C. 1001 et seq.], if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act [29 U.S.C. 1002(21)], which is either a bank, insurance company, or registered investment adviser; or (ii) any person who, on the basis of such factors as financial sophistication, net worth, knowledge, and experience in financial matters, or amount of assets under management qualifies as an accredited investor under rules and regulations which the Commission shall prescribe. (16) The terms "security future", "narrow-based security index", and "security futures product" have the same meanings as provided in section 78c(a)(55) of this title. (b) Consideration of promotion of efficiency, competition, and capital formation Whenever pursuant to this subchapter the Commission is engaged in rulemaking and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 2, 48 Stat. 74; June 6, 1934, ch. 404, title II, Sec. 201, 48 Stat. 905; Aug. 10, 1954, ch. 667, title I, Secs. 1-4, 68 Stat. 683, 684; Pub. L. 86-70, Sec. 12(a), June 25, 1959, 73 Stat. 143; Pub. L. 86-624, Sec. 7(a), July 12, 1960, 74 Stat. 412; Pub. L. 91-547, Sec. 27(a), Dec. 14, 1970, 84 Stat. 1433; Pub. L. 96-477, title VI, Sec. 603, Oct. 21, 1980, 94 Stat. 2294; Pub. L. 97-303, Sec. 1, Oct. 13, 1982, 96 Stat. 1409; Pub. L. 100-181, title II, Secs. 201, 202, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 104-290, title I, Sec. 106(a), Oct. 11, 1996, 110 Stat. 3424; Pub. L. 105-353, title III, Sec. 301(a)(1), Nov. 3, 1998, 112 Stat. 3235; Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec. 208(a)(1)], Dec. 21, 2000, 114 Stat. 2763, 2763A-434.) -REFTEXT- REFERENCES IN TEXT The Investment Company Act of 1940, referred to in subsec. (a)(15)(i), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, as amended, which is classified generally to subchapter I (Sec. 80a- 1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a-51 of this title and Tables. The Employee Retirement Income Security Act of 1974, referred to in subsec. (a)(15)(i), is Pub. L. 93-406, Sept. 2, 1974, 88 Stat. 829, as amended, which is classified principally to chapter 18 (Sec. 1001 et seq.) of Title 29, Labor. For complete classification of this Act to the Code, see Short Title note set out under section 1001 of Title 29 and Tables. -COD- CODIFICATION Words "Philippine Islands" deleted from definition of term "Territory" under authority of Proc. No. 2695, eff. July 4, 1946, 11 F.R. 7517, 60 Stat. 1352, which granted independence to the Philippine Islands. Proc. No. 2695 was issued pursuant to section 1394 of Title 22, Foreign Relations and Intercourse, and is set out as a note under that section. -MISC1- AMENDMENTS 2000 - Subsec. (a)(1). Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec. 208(a)(1)(A)], inserted "security future," after "treasury stock,". Subsec. (a)(3). Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec. 208(a)(1)(B)], inserted at end "Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities." Subsec. (a)(16). Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec. 208(a)(1)(C)], added par. (16). 1998 - Subsec. (a)(15)(i). Pub. L. 105-353 made technical amendment to reference in original act which appears in text as reference to section 77c(a)(2) of this title and inserted "of this subsection" after "paragraph (13)". 1996 - Pub. L. 104-290 designated existing provisions as subsec. (a), inserted heading, and added subsec. (b). 1987 - Par. (5). Pub. L. 100-181, Sec. 201, substituted "Securities and Exchange Commission" for "Federal Trade Commission". Par. (6). Pub. L. 100-181, Sec. 202, struck out reference to Canal Zone. 1982 - Par. (1). Pub. L. 97-303 inserted "any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency," after "mineral rights,". 1980 - Par. (15). Pub. L. 96-477 added par. (15). 1970 - Pars. (13), (14). Pub. L. 91-547 added pars. (13) and (14). 1960 - Par. (6). Pub. L. 86-624 struck out reference to Hawaii. 1959 - Par. (6). Pub. L. 86-70 struck out reference to Alaska. 1954 - Act Aug. 10, 1954, in pars. (3), (8), (10), and (11), redefined term "sale" so as to distinguish between "offers" and "sales", clarified definition of "registration statement", and conformed definition of "prospectus" to changes made by act Aug. 10, 1954, to sections 77e and 77j of this title. 1934 - Act June 6, 1934, amended pars. (1), (4), and (10). EFFECTIVE DATE OF 1970 AMENDMENT Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section 30 of Pub. L. 91-547, set out as a note under section 80a-52 of this title. EFFECTIVE DATE OF 1954 AMENDMENT Section 501 of act Aug. 10, 1954, provided that: "This Act [amending this section and sections 77c to 77e, 77j, 77l, 77q, 77v, 77ccc to 77fff, 77xxx, 78k, 78l, 80a-2 and 80a-24 of this title] shall take effect sixty days after the date of its enactment [Aug. 10, 1954]." -TRANS- 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. -End- -CITE- 15 USC Sec. 77b-1 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77b-1. Swap agreements -STATUTE- (a) Non-security-based swap agreements The definition of "security" in section 77b(a)(1) of this title does not include any non-security-based swap agreement (as defined in section 206C of the Gramm-Leach-Bliley Act). (b) Security-based swap agreements (1) The definition of "security" in section 77b(a)(1) of this title does not include any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act). (2) The Commission is prohibited from registering, or requiring, recommending, or suggesting, the registration under this subchapter of any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act). If the Commission becomes aware that a registrant has filed a registration statement with respect to such a swap agreement, the Commission shall promptly so notify the registrant. Any such registration statement with respect to such a swap agreement shall be void and of no force or effect. (3) The Commission is prohibited from - (A) promulgating, interpreting, or enforcing rules; or (B) issuing orders of general applicability; under this subchapter in a manner that imposes or specifies reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading with respect to any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act). (4) References in this subchapter to the "purchase" or "sale" of a security-based swap agreement shall be deemed to mean the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), as the context may require. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 2A, as added Pub. L. 106-554, Sec. 1(a)(5) [title III, Sec. 302(a)], Dec. 21, 2000, 114 Stat. 2763, 2763A-451.) -REFTEXT- REFERENCES IN TEXT Sections 206B and 206C of the Gramm-Leach-Bliley Act, referred to in text, are sections 206B and 206C of Pub. L. 106-102 which are set out in a note under section 78c of this title. -End- -CITE- 15 USC Sec. 77c 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77c. Classes of securities under this subchapter -STATUTE- (a) Exempted securities Except as hereinafter expressly provided, the provisions of this subchapter shall not apply to any of the following classes of securities: (1) Reserved. (2) Any security issued or guaranteed by the United States or any territory thereof, or by the District of Columbia, or by any State of the United States, or by any political subdivision of a State or territory, or by any public instrumentality of one or more States or territories, or by any person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing; or any security issued or guaranteed by any bank; or any security issued by or representing an interest in or a direct obligation of a Federal Reserve bank; or any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term "investment company" under section 3(c)(3) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(3)]; or any security which is an industrial development bond (as defined in section 103(c)(2) (!1) of title 26) the interest on which is excludable from gross income under section 103(a)(1) (!1) of title 26 if, by reason of the application of paragraph (4) or (6) of section 103(c) (!1) of title 26 (determined as if paragraphs (4)(A), (5), and (7) were not included in such section 103(c)),(!1) paragraph (1) of such section 103(c) (!1) 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 title 26, (B) an annuity plan which meets the requirements for the deduction of the employer's contributions under section 404(a)(2) of title 26, (C) a governmental plan as defined in section 414(d) of title 26 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, or (D) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(14)], other than any plan described in subparagraph (A), (B), (C), or (D) 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 title 26, or (iii) which is a plan funded by an annuity contract described in section 403(b) of title 26. The Commission, by rules and regulations or order, shall exempt from the provisions of section 77e 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 title 26, if and to the extent that the Commission determines this to be necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this subchapter. For purposes of this paragraph, a security issued or guaranteed by a bank shall not include any interest or participation in any collective trust fund maintained by a bank; and the term "bank" means any national bank, or banking institution organized under the laws of any State, territory, or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official; except that in the case of a common trust fund or similar fund, or a collective trust fund, the term "bank" has the same meaning as in the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.]; (3) Any note, draft, bill of exchange, or banker's acceptance which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which has a maturity at the time of issuance of not exceeding nine months, exclusive of days of grace, or any renewal thereof the maturity of which is likewise limited; (4) Any security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any person, private stockholder, or individual; or any security of a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)]; (5) Any security issued (A) by a savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution, which is supervised and examined by State or Federal authority having supervision over any such institution; or (B) by (i) a farmer's cooperative organization exempt from tax under section 521 of title 26, (ii) a corporation described in section 501(c)(16) of title 26 and exempt from tax under section 501(a) of title 26, or (iii) a corporation described in section 501(c)(2) of title 26 which is exempt from tax under section 501(a) of title 26 and is organized for the exclusive purpose of holding title to property, collecting income therefrom, and turning over the entire amount thereof, less expenses, to an organization or corporation described in clause (i) or (ii); (6) Any interest in a railroad equipment trust. For purposes of this paragraph "interest in a railroad equipment trust" means any interest in an equipment trust, lease, conditional sales contract, or other similar arrangement entered into, issued, assumed, guaranteed by, or for the benefit of, a common carrier to finance the acquisition of rolling stock, including motive power; (7) Certificates issued by a receiver or by a trustee or debtor in possession in a case under title 11, with the approval of the court; (8) Any insurance or endowment policy or annuity contract or optional annuity contract, issued by a corporation subject to 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 1842(a) of title 12 or a savings association under section 1467a(e) of title 12, 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 1813(b) of title 12) the deposits of which are insured by the Federal Deposit Insurance Corporation. (13) Any security issued by or any interest or participation in any church plan, company or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(14)]. (14) Any security futures product that is - (A) cleared by a clearing agency registered under section 78q- 1 of this title or exempt from registration under subsection (b)(7) of such section 78q-1; and (B) traded on a national securities exchange or a national securities association registered pursuant to section 78o-3(a) of this title. (b) Additional exemptions The Commission may from time to time by its rules and regulations, and subject to such terms and conditions as may be prescribed therein, add any class of securities to the securities exempted as provided in this section, if it finds that the enforcement of this subchapter with respect to such securities is not necessary in the public interest and for the protection of investors by reason of the small amount involved or the limited character of the public offering; but no issue of securities shall be exempted under this subsection where the aggregate amount at which such issue is offered to the public exceeds $5,000,000. (c) Securities issued by small investment company The Commission may from time to time by its rules and regulations and subject to such terms and conditions as may be prescribed therein, add to the securities exempted as provided in this section any class of securities issued by a small business investment company under the Small Business Investment Act of 1958 [15 U.S.C. 661 et seq.] if it finds, having regard to the purposes of that Act, that the enforcement of this subchapter with respect to such securities is not necessary in the public interest and for the protection of investors. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 3, 48 Stat. 75; June 6, 1934, ch. 404, title II, Sec. 202, 48 Stat. 906; Feb. 4, 1887, ch. 104, title II, Sec. 214, as added Aug. 9, 1935, ch. 498, 49 Stat. 557; amended June 29, 1938, ch. 811, Sec. 15, 52 Stat. 1240; May 15, 1945, ch. 122, 59 Stat. 167; Aug. 10, 1954, ch. 667, title I, Sec. 5, 68 Stat. 684; Pub. L. 85-699, title III, Sec. 307(a), Aug. 21, 1958, 72 Stat. 694; Pub. L. 91-373, title IV, Sec. 401(a), Aug. 10, 1970, 84 Stat. 718; Pub. L. 91-547, Sec. 27(b), (c), Dec. 14, 1970, 84 Stat. 1434; Pub. L. 91-565, Dec. 19, 1970, 84 Stat. 1480; Pub. L. 91-567, Sec. 6(a), Dec. 22, 1970, 84 Stat. 1498; Pub. L. 94-210, title III, Sec. 308(a)(1), (3), Feb. 5, 1976, 90 Stat. 56, 57; Pub. L. 95-283, Sec. 18, May 21, 1978, 92 Stat. 275; Pub. L. 95-425, Sec. 2, Oct. 6, 1978, 92 Stat. 962; Pub. L. 95-598, title III, Sec. 306, Nov. 6, 1978, 92 Stat. 2674; Pub. L. 96-477, title III, Sec. 301, title VII, Sec. 701, Oct. 21, 1980, 94 Stat. 2291, 2294; Pub. L. 97-261, Sec. 19(d), Sept. 20, 1982, 96 Stat. 1121; Pub. L. 99- 514, Sec. 2, Oct. 22, 1986, 100 Stat. 2095; Pub. L. 100-181, title II, Secs. 203, 204, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 103-325, title III, Sec. 320, Sept. 23, 1994, 108 Stat. 2225; Pub. L. 104- 62, Sec. 3, Dec. 8, 1995, 109 Stat. 684; Pub. L. 104-290, title V, Sec. 508(b), Oct. 11, 1996, 110 Stat. 3447; Pub. L. 106-102, title II, Sec. 221(a), Nov. 12, 1999, 113 Stat. 1401; Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec. 208(a)(2)], Dec. 21, 2000, 114 Stat. 2763, 2763A-435; Pub. L. 108-359, Sec. 1(b), Oct. 25, 2004, 118 Stat. 1666.) -REFTEXT- REFERENCES IN TEXT Section 103 of title 26, referred to in subsec. (a)(2), which related to interest on certain governmental obligations was amended generally by Pub. L. 99-514, title XIII, Sec. 1301(a), Oct. 22, 1986, 100 Stat. 2602, and as so amended relates to interest on State and local bonds. Section 103(b)(2) (formerly section 103(c)(2)), which prior to the general amendment defined industrial development bond, relates to the applicability of the interest exclusion to arbitrage bonds. The Investment Company Act of 1940, referred to in subsec. (a)(2), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, as amended, which is classified generally to subchapter I (Sec. 80a-1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a-51 of this title and Tables. The Small Business Investment Act of 1958, referred to in subsec. (c), is Pub. L. 85-699, Aug. 21, 1958, 72 Stat. 689, as amended, which is classified principally to chapter 14B (Sec. 661 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 661 of this title and Tables. -MISC1- AMENDMENTS 2004 - Subsec. (a)(2). Pub. L. 108-359 struck out "or" before "(C) a governmental plan" and substituted "or (D) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940, other than any plan described in subparagraph (A), (B), (C), or (D)" for "other than any plan described in clause (A), (B), or (C)". 2000 - Subsec. (a)(14). Pub. L. 106-554 added par. (14). 1999 - Subsec. (a)(2). Pub. L. 106-102 substituted "or any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term 'investment company' under section 3(c)(3) of the Investment Company Act of 1940" for "or any interest or participation in any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of assets contributed thereto by such bank in its capacity as trustee, executor, administrator, or guardian". 1996 - Subsec. (a)(13). Pub. L. 104-290 added par. (13). 1995 - Subsec. (a)(4). Pub. L. 104-62 inserted at end "or any security of a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940;". 1994 - Subsec. (a)(12). Pub. L. 103-325 added par. (12). 1987 - Subsec. (a)(1). Pub. L. 100-181, Sec. 203, substituted "Reserved." for "Any security which, prior to or within sixty days after May 27, 1933, has been sold or disposed of by the issuer or bona fide offered to the public, but this exemption shall not apply to any new offering of any such security by an issuer or underwriter subsequent to such sixty days;". Subsec. (a)(5)(A). Pub. L. 100-181, Sec. 204, struck out ", except that the foregoing exemption shall not apply with respect to any such security where the issuer takes from the total amount paid or deposited by the purchaser, by way of any fee, cash value or other device whatsoever, either upon termination of the investment at maturity or before maturity, an aggregate amount in excess of 3 per centum of the face value of such security" after "any such institution". 1986 - Subsec. (a)(2), (5). Pub. L. 99-514 substituted "Internal Revenue Code of 1986" for "Internal Revenue Code of 1954" wherever appearing, which for purposes of codification was translated as "title 26" thus requiring no change in text. 1982 - Subsec. (a)(6). Pub. L. 97-261 struck out provisions relating to any security issued by a motor carrier subject to provisions of section 314 [11302] of title 49. 1980 - Subsec. (a)(2). Pub. L. 96-477, Sec. 701, provided that single trust funds did not have to be maintained by banks in order to qualify for exemption from the provisions of this subchapter, substituted provisions relating to securities arising out of contracts issued by insurance companies for provisions relating to separate accounts maintained by insurance companies, provided that an interest, participation, or security could be issued in connection with certain governmental plans as defined in section 414(d) of title 26 and qualify for exemption from the provisions of this subchapter, and excluded from exemption plans described in cls. (A), (B), or (C) of par. (2) which were funded by annuity contracts described in section 403(b) of title 26. Subsec. (b). Pub. L. 96-477, Sec. 301, substituted "$5,000,000" for "$2,000,000". 1978 - Subsec. (a)(7). Pub. L. 95-598, Sec. 306(a), substituted "or debtor in possession in a case under title 11" for "in bankruptcy". Subsec. (a)(9), (10). Pub. L. 95-598, Sec. 306(b), substituted "Except with respect to a security exchanged in a case under title 11, any" for "Any". Subsec. (b). Pub. L. 95-425 substituted "$2,000,000" for "$1,500,000". Pub. L. 95-283 substituted "$1,500,000" for "$500,000". 1976 - Subsec. (a)(6). Pub. L. 94-210 substituted provisions relating to any security issued by a motor carrier subject to the provisions of section 314 of title 49 or any interest in a railroad equipment trust, and provisions defining "interest in a railroad equipment trust", for provisions relating to any security issued by a common or contract carrier, subject to the provisions of section 20a of title 49. 1970 - Subsec. (a)(2). Pub. L. 91-567 exempted any interest or participation in any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of assets contributed thereto by such bank in its capacity as trustee, executor, administrator, or guardian, any security which is an industrial development bond the interest on which is excludable from gross income under section 103(a)(1) of title 26, any interest or participation in a single or collective trust fund maintained by a bank or in a separate account maintained by an insurance company which interest or participation is issued in connection with a stock bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of title 26, or an annuity plan which meets the requirements for the deduction of the employer's contribution under section 404(a)(2) of title 26, directed the Commission to exempt from the provisions of section 77e 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 title 26 if and to the extent that the Commission determines this to be necessary or appropriate in the public interest and consistent with the protection of investors, and provided that for the purposes of this paragraph a security issued or guaranteed by a bank shall not include any interest or participation in any collective trust fund maintained by a bank, and that in the case of a common trust fund or similar fund, or a collective trust fund, the term "bank" has the same meaning as in the Investment Company Act of 1940. Pub. L. 91-547, Sec. 27(b), struck out reference to industrial development bonds the interest on which is excludable from gross income under section 103(a)(1) of title 26; and exempted from registration provisions interests or participations in common trust funds maintained by a bank for collective investment of assets held by it in a fiduciary capacity interests or participations in bank collective trust funds maintained for funding of employees' stock bonus, pension, or profit-sharing plans; interests or participations in separate accounts maintained by insurance companies for funding certain stock-bonus, pension, or profit- sharing plans which meet the requirements for qualification under section 401 of title 26; and interests or participations issued by bank collective trust funds or insurance company separate accounts for funding certain stock-bonus, pension, profit-sharing, or annuity plans when the Commission by rule, regulation, or order determines this to be necessary in the public interest; provided that a security issued or guaranteed by a bank shall not include any interest or participation in any collective trust fund maintained by a bank; substituted where first appearing "security issued or guaranteed by any bank" for "security issued or guaranteed by any national bank, or by any banking institution organized under the laws of any State or Territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or Territorial banking commission or similar official", the latter provision now incorporated in a separate definition of term "bank"; and made the Investment Company Act definition of bank applicable as in the case of a common trust fund or similar fund, or a collective trust fund. Pub. L. 91-373 inserted reference to industrial development bonds the interest on which is excludable from gross income under section 103(a)(1) of title 26. Subsec. (a)(5). Pub. L. 91-547, Sec. 27(c), designated existing provisions as cl. (A), included cooperative bank issues, required the issuer to be an institution which is supervised and examined by State or Federal authority having supervision over such institution, struck out "substantially all the business of which is confined to the making of loans to members" after "similar institution" and substituted provisions designated as cl. (B) for prior provision relating to a security issued by a farmers' cooperative association as defined in paragraphs (12), (13), and (14) of section 103 of the Revenue Act of 1932. Subsec. (b). Pub. L. 91-565 substituted "$500,000" for "$300,000". 1958 - Subsec. (c). Pub. L. 85-699 added subsec. (c). 1954 - Subsec. (a)(11). Act Aug. 10, 1954, inserted "offered and" before "sold". 1945 - Subsec. (b). Act May 15, 1945, substituted "$300,000" for "$100,000". 1938 - Subsec. (a)(6). Act June 29, 1938, reenacted par. (6) without change. 1935 - Subsec. (a)(6). Act Feb. 4, 1887, as added by act Aug. 9, 1935, included a security issued by a contract carrier. 1934 - Subsec. (a). Act June 6, 1934, amended pars. (2), (4), and (8) and added pars. (9) to (11). EFFECTIVE DATE OF 1999 AMENDMENT Pub. L. 106-102, title II, Sec. 225, Nov. 12, 1999, 113 Stat. 1402, provided that: "This subtitle [subtitle B (Secs. 211-225) of title II of Pub. L. 106-102, enacting section 80b-10a of this title and amending this section and sections 78c, 80a-2, 80a-3, 80a-9, 80a-10, 80a-17, 80a-26, 80a-34, and 80b-2 of this title] shall take effect 18 months after the date of the enactment of this Act [Nov. 12, 1999]." EFFECTIVE DATE OF 1995 AMENDMENT Section 7 of Pub. L. 104-62 provided that: "This Act [enacting section 80a-3a of this title, amending this section and sections 78c, 78l, 80a-3, 80a-7, and 80b-3 of this title, and enacting provisions set out as a note under section 80a-51 of this title] and the amendments made by this Act shall apply in all administrative and judicial actions pending on or commenced after the date of enactment of this Act [Dec. 8, 1995], as a defense to any claim that any person, security, interest, or participation of the type described in this Act and the amendments made by this Act is subject to the provisions of the Securities Act of 1933 [15 U.S.C. 77a et seq.], the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.], or the Investment Advisers Act of 1940 [15 U.S.C. 80b-1 et seq.], or any State statute or regulation preempted as provided in section 6 of this Act [enacting section 80a-3a of this title], except as otherwise specifically provided in such Acts or State law." EFFECTIVE DATE OF 1982 AMENDMENT Section 31 of Pub. L. 97-261 provided that: "(a) Except as provided in subsections (b) and (c) of this section, this Act [see Tables for classification] shall take effect on the 60th day after the date of enactment of this Act [Sept. 20, 1982]. "(b) The amendment made by section 10(e)(4) of this Act [amending provisions set out as a note under former section 10706 of Title 49, Transportation] shall take effect on October 1, 1982. "(c) The provisions of sections 6(g) and 30 of this Act [amending former sections 10922 and 10525 of Title 49, respectively] shall take effect on the date of enactment of this Act [Sept. 20, 1982]." EFFECTIVE DATE OF 1978 AMENDMENT Amendment by Pub. L. 95-598 effective Oct. 1, 1979, see section 402(a) of Pub. L. 95-598 set out as an Effective Date note preceding section 101 of Title 11, Bankruptcy. EFFECTIVE DATE OF 1976 AMENDMENT Section 308(d)(1) of Pub. L. 94-210 provided that: "The amendments made by subsection (a) of this section [amending this section, section 77s of this title, and section 314 of former Title 49, Transportation] shall take effect on the 60th day after the date of enactment of this Act [Feb. 5, 1976], but shall not apply to any bona fide offering of a security made by the issuer, or by or through an underwriter, before such 60th day." EFFECTIVE DATE OF 1970 AMENDMENTS Section 6(d) of Pub. L. 91-567 provided that: "The amendments made by this section [amending this section and sections 77ddd and 78c of this title] shall apply with respect to securities sold after January 1, 1970." Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section 30 of Pub. L. 91-547, set out as a note under section 80a-52 of this title. Section 401(c) of Pub. L. 91-373 provided that: "The amendments made by this section [amending this section and section 78c of this title] shall apply with respect to securities sold after January 1, 1970." 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. REPEALS Section 214 of act Feb. 4, 1887 (the Interstate Commerce Act), as added Aug. 9, 1935, ch. 498, 49 Stat. 557, cited as a credit to this section, was repealed by Pub. L. 97-449, Sec. 7(b), Jan. 12, 1983, 96 Stat. 2443, 2444. -TRANS- 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. -MISC2- SECURITIES AND INVESTMENT COMPANY PROVISIONS INAPPLICABLE TO CERTAIN LIFE INSURANCE BENEFITS ISSUED PRIOR TO MARCH 23, 1959 Section 29 of Pub. L. 91-547 provided that: "The provisions of the Securities Act of 1933 [this subchapter] and the Investment Company Act of 1940 [section 80a-1 et seq. of this title] shall not apply, except for purposes of definition of terms used in this section, to any interest or participation (including any separate account or other fund providing for the sharing of income or gains and losses, and any interest or participation in such account or fund) in any contract, certificate, or policy providing for life insurance benefits which was issued prior to March 23, 1959, by an insurance company, if (1) the form of such contract, certificate, or policy was approved by the insurance commissioner, or similar official or agency, of a State, territory or the District of Columbia, and (2) under such contract, certificate, or policy not to exceed 49 per centum of the gross premiums or other consideration paid was to be allocated to a separate account or other fund providing for the sharing of income or gains and losses. Nothing herein contained shall be taken to imply that any such interest or participation constitutes a 'security' under any other laws of the United States." -FOOTNOTE- (!1) See References in Text note below. -End- -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.) -MISC1- 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. -TRANS- 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. -End- -CITE- 15 USC Sec. 77e 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77e. Prohibitions relating to interstate commerce and the mails -STATUTE- (a) Sale or delivery after sale of unregistered securities Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly - (1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or (2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale. (b) Necessity of prospectus meeting requirements of section 77j of this title It shall be unlawful for any person, directly or indirectly - (1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of section 77j of this title; or (2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of section 77j of this title. (c) Necessity of filing registration statement It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 77h of this title. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 5, 48 Stat. 77; June 6, 1934, ch. 404, title II, Sec. 204, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I, Sec. 7, 68 Stat. 684.) -MISC1- AMENDMENTS 1954 - Subsec. (a)(1). Act Aug. 10, 1954, struck out "or offer to buy" after "to sell". Subsec. (b). Act Aug. 10, 1954, in par. (1) substituted "with respect to which a registration statement has been filed" for "registered" and in par. (2) omitted "to" after "to carry or" and inserted "subsection (a) of" before "section 77j of this title". Subsec. (c). Act Aug. 10, 1954, added subsec. (c). 1934 - Act June 6, 1934, repealed subsec. (c), the provisions of which were replaced by section 77c(a)(11) 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. INCREASED ACCESS TO FOREIGN BUSINESS INFORMATION Pub. L. 104-290, title I, Sec. 109, Oct. 11, 1996, 110 Stat. 3426, provided that: "Not later than 1 year after the date of enactment of this Act [Oct. 11, 1996], the Commission shall adopt rules under the Securities Act of 1933 [15 U.S.C. 77a et seq.] concerning the status under the registration provisions of the Securities Act of 1933 of foreign press conferences and foreign press releases by persons engaged in the offer and sale of securities." -End- -CITE- 15 USC Sec. 77f 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77f. Registration of securities -STATUTE- (a) Method of registration Any security may be registered with the Commission under the terms and conditions hereinafter provided, by filing a registration statement in triplicate, at least one of which shall be signed by each issuer, its principal executive officer or officers, its principal financial officer, its comptroller or principal accounting officer, and the majority of its board of directors or persons performing similar functions (or, if there is no board of directors or persons performing similar functions, by the majority of the persons or board having the power of management of the issuer), and in case the issuer is a foreign or Territorial person by its duly authorized representative in the United States; except that when such registration statement relates to a security issued by a foreign government, or political subdivision thereof, it need be signed only by the underwriter of such security. Signatures of all such persons when written on the said registration statements shall be presumed to have been so written by authority of the person whose signature is so affixed and the burden of proof, in the event such authority shall be denied, shall be upon the party denying the same. The affixing of any signature without the authority of the purported signer shall constitute a violation of this subchapter. A registration statement shall be deemed effective only as to the securities specified therein as proposed to be offered. (b) Registration fee (1) Recovery of cost of services The Commission shall, in accordance with this subsection, collect registration fees that are designed to recover the costs to the government of the securities registration process, and costs related to such process, including enforcement activities, policy and rulemaking activities, administration, legal services, and international regulatory activities. (2) Fee payment required At the time of filing a registration statement, the applicant shall pay to the Commission a fee at a rate that shall be equal to $92 per $1,000,000 of the maximum aggregate price at which such securities are proposed to be offered, except that during fiscal year 2003 and any succeeding fiscal year such fee shall be adjusted pursuant to paragraph (5) or (6). (3) Offsetting collections Fees collected pursuant to this subsection for any fiscal year - (A) shall be deposited and credited as offsetting collections to the account providing appropriations to the Commission; and (B) except as provided in paragraph (9), shall not be collected for any fiscal year except to the extent provided in advance in appropriation Acts. (4) General revenues prohibited No fees collected pursuant to this subsection for fiscal year 2002 or any succeeding fiscal year shall be deposited and credited as general revenue of the Treasury. (5) Annual adjustment For each of the fiscal years 2003 through 2011, the Commission shall by order adjust the rate required by paragraph (2) for such fiscal year to a rate that, when applied to the baseline estimate of the aggregate maximum offering prices for such fiscal year, is reasonably likely to produce aggregate fee collections under this subsection that are equal to the target offsetting collection amount for such fiscal year. (6) Final rate adjustment For fiscal year 2012 and all of the succeeding fiscal years, the Commission shall by order adjust the rate required by paragraph (2) for all of such fiscal years to a rate that, when applied to the baseline estimate of the aggregate maximum offering prices for fiscal year 2012, is reasonably likely to produce aggregate fee collections under this subsection in fiscal year 2012 equal to the target offsetting collection amount for fiscal year 2011. (7) Pro rata application The rates per $1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $1,000,000. (8) Review and effective date In exercising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under paragraph (5) or (6) and published under paragraph (10) shall not be subject to judicial review. Subject to paragraphs (3)(B) and (9) - (A) an adjusted rate prescribed under paragraph (5) shall take effect on the later of - (i) the first day of the fiscal year to which such rate applies; or (ii) five days after the date on which a regular appropriation to the Commission for such fiscal year is enacted; and (B) an adjusted rate prescribed under paragraph (6) shall take effect on the later of - (i) the first day of fiscal year 2012; or (ii) five days after the date on which a regular appropriation to the Commission for fiscal year 2012 is enacted. (9) Lapse of appropriation If on the first day of a fiscal year a regular appropriation to the Commission has not been enacted, the Commission shall continue to collect fees (as offsetting collections) under this subsection at the rate in effect during the preceding fiscal year, until 5 days after the date such a regular appropriation is enacted. (10) Publication The Commission shall publish in the Federal Register notices of the rate applicable under this subsection and under sections 78m(e) and 78n(g) (!1) of this title for each fiscal year not later than April 30 of the fiscal year preceding the fiscal year to which such rate applies, together with any estimates or projections on which such rate is based. (11) Definitions For purposes of this subsection: (A) Target offsetting collection amount The target offsetting collection amount for each of the fiscal years 2002 through 2011 is determined according to the following table: Target offsetting Fiscal year: collection amount 2002 $377,000,000 2003 $435,000,000 2004 $467,000,000 2005 $570,000,000 2006 $689,000,000 2007 $214,000,000 2008 $234,000,000 2009 $284,000,000 2010 $334,000,000 2011 $394,000,000 (B) Baseline estimate of the aggregate maximum offering prices The baseline estimate of the aggregate maximum offering prices for any fiscal year is the baseline estimate of the aggregate maximum offering price at which securities are proposed to be offered pursuant to registration statements filed with the Commission during such fiscal year as determined by the Commission, after consultation with the Congressional Budget Office and the Office of Management and Budget, using the methodology required for projections pursuant to section 907 of title 2. (c) Time registration effective The filing with the Commission of a registration statement, or of an amendment to a registration statement, shall be deemed to have taken place upon the receipt thereof, but the filing of a registration statement shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under subsection (b) of this section. (d) Information available to public The information contained in or filed with any registration statement shall be made available to the public under such regulations as the Commission may prescribe, and copies thereof, photostatic or otherwise, shall be furnished to every applicant at such reasonable charge as the Commission may prescribe. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 6, 48 Stat. 78; Pub. L. 89- 289, Sec. 1, Oct. 22, 1965, 79 Stat. 1051; Pub. L. 100-181, title II, Sec. 205, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 104-290, title IV, Sec. 404, Oct. 11, 1996, 110 Stat. 3441; Pub. L. 107-123, Sec. 4, Jan. 16, 2002, 115 Stat. 2393.) -REFTEXT- REFERENCES IN TEXT Sections 78m(e) and 78n(g) of this title, referred to in subsec. (b)(10), were in the original, "sections 13(e) and 14(g)" and were translated as meaning sections 13(e) and 14(g) of the Securities Exchange Act of 1934 to reflect the probable intent of Congress. -MISC1- AMENDMENTS 2002 - Subsec. (b)(2) to (11). Pub. L. 107-123 added pars. (2) to (11) and struck out former pars. (2) to (5), which required fee payment, set out rates for general revenue and offsetting collection fees, and required pro rata rates for amounts and balances equal to less than $1,000,000. 1996 - Subsec. (b). Pub. L. 104-290 inserted heading and amended text of subsec. (b) generally. Prior to amendment, text read as follows: "At the time of filing a registration statement the applicant shall pay to the Commission a fee of one-fiftieth of 1 per centum of the maximum aggregate price at which such securities are proposed to be offered, but in no case shall such fee be less than $100." 1987 - Subsec. (e). Pub. L. 100-181 struck out subsec. (e) which provided that no registration statement should be filed within the first 40 days following May 27, 1933. 1965 - Subsec. (b). Pub. L. 89-289 substituted "one-fiftieth" for "one one-hundredth" and "$100" for "$25". EFFECTIVE DATE OF 2002 AMENDMENT Amendment by Pub. L. 107-123 effective Oct. 1, 2001, except that authorities provided by subsec. (b)(9) of this section to not apply until Oct. 1, 2002, see section 11 of Pub. L. 107-123, set out as a note under section 78ee of this title. EFFECTIVE DATE OF 1965 AMENDMENT Section 2 of Pub. L. 89-289 provided that: "The amendment made by the first section of this Act [amending this section] shall take effect January 1, 1966." -TRANS- 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. -MISC2- INCREASE IN REGISTRATION FEES AND DEPOSIT INTO TREASURY Pub. L. 105-46, Sec. 113, Sept. 30, 1997, 111 Stat. 1156, provided that the amount made available to the Securities and Exchange Commission, under the heading Salaries and Expenses, was to include, in addition to direct appropriations, the amount collected under the fee rate and offsetting collection authority contained in Public Law 104-208, which fee rate and offsetting collection authority was to remain in effect during the period of Pub. L. 105-46 which provided continuing appropriations for fiscal year 1998. Pub. L. 104-208, div. A, title I, Sec. 101(a) [title V], Sept. 30, 1996, 110 Stat. 3009, 3009-61, which provided in part that on Sept. 30, 1996, the rate of fees under subsec. (b) of this section were increased from one-fiftieth of one percentum to one-thirty- third of one percentum, and such increase was to be deposited as an offsetting collection to this appropriation, to remain available until expended, to recover costs of services of the securities registration process, was from the Departments of Commerce, Justice, and State, the Judiciary, and Related Agencies Appropriations Act, 1997, and was not repeated in subsequent appropriations acts. Similar provisions were contained in the following prior appropriation acts: Pub. L. 104-134, title I, Sec. 101[(a)] [title V], Apr. 26, 1996, 110 Stat. 1321, 1321-60; renumbered title I, Pub. L. 104-140, Sec. 1(a), May 2, 1996, 110 Stat. 1327. Pub. L. 104-99, title II, Sec. 209, Jan. 26, 1996, 110 Stat. 37. Pub. L. 104-56, Sec. 119, Nov. 20, 1995, 109 Stat. 552. Pub. L. 104-54, Sec. 119, Nov. 19, 1995, 109 Stat. 544. Pub. L. 104-31, Sec. 120, Sept. 30, 1995, 109 Stat. 282. Pub. L. 103-352, Oct. 10, 1994, 108 Stat. 3148. Pub. L. 103-121, title I, Oct. 27, 1993, 107 Stat. 1168. Pub. L. 102-395, title I, Oct. 6, 1992, 106 Stat. 1848. Pub. L. 102-140, title I, Oct. 28, 1991, 105 Stat. 798. Pub. L. 101-515, title V, Nov. 5, 1990, 104 Stat. 2139. Pub. L. 101-162, title V, Nov. 21, 1989, 103 Stat. 1022. -FOOTNOTE- (!1) See References in Text note below. -End- -CITE- 15 USC Sec. 77g 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77g. Information required in registration statement -STATUTE- (a) The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of section 77aa of this title, and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of section 77aa of this title; except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors. (b)(1) The Commission shall prescribe special rules with respect to registration statements filed by any issuer that is a blank check company. Such rules may, as the Commission determines necessary or appropriate in the public interest or for the protection of investors - (A) require such issuers to provide timely disclosure, prior to or after such statement becomes effective under section 77h of this title, of (i) information regarding the company to be acquired and the specific application of the proceeds of the offering, or (ii) additional information necessary to prevent such statement from being misleading; (B) place limitations on the use of such proceeds and the distribution of securities by such issuer until the disclosures required under subparagraph (A) have been made; and (C) provide a right of rescission to shareholders of such securities. (2) The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order exempt any issuer or class of issuers from the rules prescribed under paragraph (1). (3) For purposes of paragraph (1) of this subsection, the term "blank check company" means any development stage company that is issuing a penny stock (within the meaning of section 78c(a)(51) of this title) and that - (A) has no specific business plan or purpose; or (B) has indicated that its business plan is to merge with an unidentified company or companies. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 7, 48 Stat. 78; Pub. L. 101- 429, title V, Sec. 508, Oct. 15, 1990, 104 Stat. 956.) -MISC1- AMENDMENTS 1990 - Pub. L. 101-429 designated existing provision as subsec. (a) and added subsec. (b). EFFECTIVE DATE OF 1990 AMENDMENT Section 1(c) of Pub. L. 101-429 provided that: "(1) In general. - Except as provided in paragraphs (2) and (3), the amendments made by this Act [enacting sections 77h-1, 78q-2, 78u-2, and 78u-3 of this title, amending this section and sections 77t, 78c, 78o, 78o-3, 78o-4, 78q-1, 78u, 78u-1, 78w, 78cc, 80a-9, 80a-41, 80b-3, 80b-9, and 80b-14 of this title, and enacting provisions set out as notes under sections 78a, 78o, and 78s of this title] shall be effective upon enactment [Oct. 15, 1990]. "(2) Civil penalties. - "(A) In general. - No civil penalty may be imposed pursuant to the amendments made by this Act on the basis of conduct occurring before the date of enactment of this Act [Oct. 15, 1990]. "(B) Accounting and disgorgement. - Subparagraph (A) shall not operate to preclude the Securities and Exchange Commission from ordering an accounting or disgorgement pursuant to the amendments made by this Act. "(3) Special rules for title v. - "(A) Sections 503 and 504. - Except as provided in subparagraph (C), sections 503 [amending section 78c of this title] and 504 [amending section 78o of this title and enacting provisions set out as a note under section 78o of this title] shall be effective 12 months after the date of enactment of this Act [Oct. 15, 1990] or upon the issuance of final regulations initially implementing such section, whichever is earlier. "(B) Sections 505 and 508. - Except as provided in subparagraph (C), sections 505 [amending section 78o of this title] and 508 [amending this section] shall be effective 18 months after the date of enactment of this Act or upon the issuance of final regulations initially implementing such sections, whichever is earlier. "(C) Commencement of rulemaking. - Not later than 180 days after the date of enactment of this Act, the Commission shall commence rulemaking proceedings to implement sections 503, 505, and 508." -TRANS- 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. -End- -CITE- 15 USC Sec. 77h 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77h. Taking effect of registration statements and amendments thereto -STATUTE- (a) Effective date of registration statement Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement. (b) Incomplete or inaccurate registration statement If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) of this section or upon the date of such declaration, whichever date is the later. (c) Effective date of amendment to registration statement An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors. (d) Untrue statements or omissions in registration statement If it appears to the Commission at any time that the registration statement includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement. When such statement has been amended in accordance with such stop order, the Commission shall so declare and thereupon the stop order shall cease to be effective. (e) Examination for issuance of stop order The Commission is empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d) of this section. In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order. (f) Notice requirements Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 8, 48 Stat. 79; Aug. 22, 1940, ch. 686, title III, Sec. 301, 54 Stat. 857.) -MISC1- AMENDMENTS 1940 - Subsec. (a). Act Aug. 22, 1940, amended subsec. (a) generally. -TRANS- 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. -End- -CITE- 15 USC Sec. 77h-1 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77h-1. Cease-and-desist proceedings -STATUTE- (a) Authority of Commission If the Commission finds, after notice and opportunity for hearing, that any person is violating, has violated, or is about to violate any provision of this subchapter, or any rule or regulation thereunder, the Commission may publish its findings and enter an order requiring such person, and any other person that is, was, or would be a cause of the violation, due to an act or omission the person knew or should have known would contribute to such violation, to cease and desist from committing or causing such violation and any future violation of the same provision, rule, or regulation. Such order may, in addition to requiring a person to cease and desist from committing or causing a violation, require such person to comply, or to take steps to effect compliance, with such provision, rule, or regulation, upon such terms and conditions and within such time as the Commission may specify in such order. Any such order may, as the Commission deems appropriate, require future compliance or steps to effect future compliance, either permanently or for such period of time as the Commission may specify, with such provision, rule, or regulation with respect to any security, any issuer, or any other person. (b) Hearing The notice instituting proceedings pursuant to subsection (a) of this section shall fix a hearing date not earlier than 30 days nor later than 60 days after service of the notice unless an earlier or a later date is set by the Commission with the consent of any respondent so served. (c) Temporary order (1) In general Whenever the Commission determines that the alleged violation or threatened violation specified in the notice instituting proceedings pursuant to subsection (a) of this section, or the continuation thereof, is likely to result in significant dissipation or conversion of assets, significant harm to investors, or substantial harm to the public interest, including, but not limited to, losses to the Securities Investor Protection Corporation, prior to the completion of the proceedings, the Commission may enter a temporary order requiring the respondent to cease and desist from the violation or threatened violation and to take such action to prevent the violation or threatened violation and to prevent dissipation or conversion of assets, significant harm to investors, or substantial harm to the public interest as the Commission deems appropriate pending completion of such proceeding. Such an order shall be entered only after notice and opportunity for a hearing, unless the Commission determines that notice and hearing prior to entry would be impracticable or contrary to the public interest. A temporary order shall become effective upon service upon the respondent and, unless set aside, limited, or suspended by the Commission or a court of competent jurisdiction, shall remain effective and enforceable pending the completion of the proceedings. (2) Applicability This subsection shall apply only to a respondent that acts, or, at the time of the alleged misconduct acted, as a broker, dealer, investment adviser, investment company, municipal securities dealer, government securities broker, government securities dealer, or transfer agent, or is, or was at the time of the alleged misconduct, an associated person of, or a person seeking to become associated with, any of the foregoing. (d) Review of temporary orders (1) Commission review At any time after the respondent has been served with a temporary cease-and-desist order pursuant to subsection (c) of this section, the respondent may apply to the Commission to have the order set aside, limited, or suspended. If the respondent has been served with a temporary cease-and-desist order entered without a prior Commission hearing, the respondent may, within 10 days after the date on which the order was served, request a hearing on such application and the Commission shall hold a hearing and render a decision on such application at the earliest possible time. (2) Judicial review Within - (A) 10 days after the date the respondent was served with a temporary cease-and-desist order entered with a prior Commission hearing, or (B) 10 days after the Commission renders a decision on an application and hearing under paragraph (1), with respect to any temporary cease-and-desist order entered without a prior Commission hearing, the respondent may apply to the United States district court for the district in which the respondent resides or has its principal place of business, or for the District of Columbia, for an order setting aside, limiting, or suspending the effectiveness or enforcement of the order, and the court shall have jurisdiction to enter such an order. A respondent served with a temporary cease-and-desist order entered without a prior Commission hearing may not apply to the court except after hearing and decision by the Commission on the respondent's application under paragraph (1) of this subsection. (3) No automatic stay of temporary order The commencement of proceedings under paragraph (2) of this subsection shall not, unless specifically ordered by the court, operate as a stay of the Commission's order. (4) Exclusive review Section 77i(a) of this title shall not apply to a temporary order entered pursuant to this section. (e) Authority to enter order requiring accounting and disgorgement In any cease-and-desist proceeding under subsection (a) of this section, the Commission may enter an order requiring accounting and disgorgement, including reasonable interest. The Commission is authorized to adopt rules, regulations, and orders concerning payments to investors, rates of interest, periods of accrual, and such other matters as it deems appropriate to implement this subsection. (f) Authority of the Commission to prohibit persons from serving as officers or directors In any cease-and-desist proceeding under subsection (a) of this section, the Commission may issue an order to prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine, any person who has violated section 77q(a)(1) of this title or the rules or regulations thereunder, from acting as an officer or director of any issuer that has a class of securities registered pursuant to section 78l of this title, or that is required to file reports pursuant to section 78o(d) of this title, if the conduct of that person demonstrates unfitness to serve as an officer or director of any such issuer. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 8A, as added Pub. L. 101-429, title I, Sec. 102, Oct. 15, 1990, 104 Stat. 933; amended Pub. L. 107-204, title XI, Sec. 1105(b), July 30, 2002, 116 Stat. 809.) -MISC1- AMENDMENTS 2002 - Subsec. (f). Pub. L. 107-204 added subsec. (f). EFFECTIVE DATE Section effective Oct. 15, 1990, with provisions relating to civil penalties and accounting and disgorgement, see section 1(c)(1) and (2) of Pub. L. 101-429, set out in an Effective Date of 1990 Amendment note under section 77g of this title. -End- -CITE- 15 USC Sec. 77i 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77i. Court review of orders -STATUTE- (a) Any person aggrieved by an order of the Commission may obtain a review of such order in the court of appeals of the United States, within any circuit wherein such person resides or has his principal place of business, or in the United States Court of Appeals for the District of Columbia, by filing in such Court, within sixty days after the entry of such order, a written petition praying that the order of the Commission be modified or be set aside in whole or in part. A copy of such petition shall be forthwith transmitted by the clerk of the court to the Commission, and thereupon the Commission shall file in the court the record upon which the order complained of was entered, as provided in section 2112 of title 28. No objection to the order of the Commission shall be considered by the court unless such objection shall have been urged before the Commission. The finding of the Commission as to the facts, if supported by evidence, shall be conclusive. If either party shall apply to the court for leave to adduce additional evidence, and shall show to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for failure to adduce such evidence in the hearing before the Commission, the court may order such additional evidence to be taken before the Commission and to be adduced upon the hearing in such manner and upon such terms and conditions as to the court may seem proper. The Commission may modify its findings as to the facts, by reason of the additional evidence so taken, and it shall file such modified or new findings, which, if supported by evidence, shall be conclusive, and its recommendation, if any, for the modification or setting aside of the original order. The jurisdiction of the court shall be exclusive and its judgment and decree, affirming, modifying, or setting aside, in whole or in part, any order of the Commission, shall be final, subject to review by the Supreme Court of the United States upon certiorari or certification as provided in section 1254 of title 28. (b) The commencement of proceedings under subsection (a) of this section shall not, unless specifically ordered by the court, operate as a stay of the Commission's order. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 9, 48 Stat. 80; Pub. L. 85- 791, Sec. 9, Aug. 28, 1958, 72 Stat. 945; Pub. L. 100-181, title II, Sec. 206, Dec. 4, 1987, 101 Stat. 1252.) -MISC1- AMENDMENTS 1987 - Subsec. (a). Pub. L. 100-181 substituted "court of appeals" for "Circuit Court of Appeals", "United States Court of Appeals for the District of Columbia, by filing in such Court" for "Court of Appeals of the District of Columbia, by filing in such court", and "section 1254 of title 28" for "sections 239 and 240 of the Judicial Code, as amended (U.S.C., title 28, secs. 346 and 347)". 1958 - Subsec. (a). Pub. L. 85-791, in second sentence, substituted "transmitted by the clerk of the court to" for "served upon", struck out "certify and" before "file in the court", struck out "a transcript of" after "file in the court", and inserted "as provided in section 2112 of title 28". -TRANS- 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. -End- -CITE- 15 USC Sec. 77j 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77j. Information required in prospectus -STATUTE- (a) Information in registration statement; documents not required Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e) of this section - (1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of section 77aa of this title; (2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B of section 77aa of this title; (3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense; (4) there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors. (b) Summarizations and omissions allowed by rules and regulations In addition to the prospectus permitted or required in subsection (a) of this section, the Commission shall by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors permit the use of a prospectus for the purposes of subsection (b)(1) of section 77e of this title which omits in part or summarizes information in the prospectus specified in subsection (a) of this section. A prospectus permitted under this subsection shall, except to the extent the Commission by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors otherwise provides, be filed as part of the registration statement but shall not be deemed a part of such registration statement for the purposes of section 77k of this title. The Commission may at any time issue an order preventing or suspending the use of a prospectus permitted under this subsection, if it has reason to believe that such prospectus has not been filed (if required to be filed as part of the registration statement) or includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such prospectus is or is to be used, not misleading. Upon issuance of an order under this subsection, the Commission shall give notice of the issuance of such order and opportunity for hearing by personal service or the sending of confirmed telegraphic notice. The Commission shall vacate or modify the order at any time for good cause or if such prospectus has been filed or amended in accordance with such order. (c) Additional information required by rules and regulations Any prospectus shall contain such other information as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors. (d) Classification of prospectuses In the exercise of its powers under subsections (a), (b), or (c) of this section, the Commission shall have authority to classify prospectuses according to the nature and circumstances of their use or the nature of the security, issue, issuer, or otherwise, and, by rules and regulations and subject to such terms and conditions as it shall specify therein, to prescribe as to each class the form and contents which it may find appropriate and consistent with the public interest and the protection of investors. (e) Information in conspicuous part of prospectus The statements or information required to be included in a prospectus by or under authority of subsections (a), (b), (c), or (d) of this section, when written, shall be placed in a conspicuous part of the prospectus and, except as otherwise permitted by rules or regulations, in type as large as that used generally in the body of the prospectus. (f) Prospectus consisting of radio or television broadcast In any case where a prospectus consists of a radio or television broadcast, copies thereof shall be filed with the Commission under such rules and regulations as it shall prescribe. The Commission may by rules and regulations require the filing with it of forms and prospectuses used in connection with the offer or sale of securities registered under this subchapter. -SOURCE- (May 27, 1933, ch. 38, title I, Sec. 10, 48 Stat. 81; June 6, 1934, ch. 404, title II, Sec. 205, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I, Sec. 8, 68 Stat. 685.) -MISC1- AMENDMENTS 1954 - Act Aug. 10, 1954, complemented changes in section 77e of this title by act Aug. 10, 1954, permitted offering activities in the waiting period and in so doing rearranged the sequence of the subsections, added new text contained in subsec. (b), and renumbered subsecs. (c) and (d) as (e) and (f), respectively. 1934 - Subsec. (b)(1). Act June 6, 1934, amended par. (1). 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. -TRANS- 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. -End- -CITE- 15 USC Sec. 77k 01/08/2008 -EXPCITE- TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES -HEAD- Sec. 77k. Civil liabilities on account of false registration statement -STATUTE- (a) Persons possessing cause of action; persons liable In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue - (1) every person who signed the registration statement; (2) every person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted; (3) every person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner; (4) every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him; (5) every underwriter with respect to such security. If such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsection shall be conditioned on proof that such person acquired the security relying upon such untrue statement in the registration statement or relying upon the registration statement and not knowing of such omission, but such reliance may be established without proof of the reading of the registration statement by such person. (b) Persons exempt from liability upon proof of issues Notwithstanding the provisions of subsection (a) of this section no person, other than the issuer, shall be liable as provided therein who shall sustain the burden of proof - (1) that before the effective date of the part of the registration statement with respect to which his liability is asserted (A) he had resigned from or had taken such steps as are permitted by law to resign from, or ceased or refused to act in, every office, capacity, or relationship in which he was described in the registration statement as acting or agreeing to act, and (B) he had advised the Commission and the issuer in writing that he had taken such action and that he would not be responsible for such part of the registration statement; or (2) that if such part of the registration statement became effective without his knowledge, upon becoming aware of such fact he forthwith acted and advised the Commission, in accordance with paragraph (1) of this subsection, and, in addition, gave reasonable public notice that such part of the registration statement had become effective without his knowledge; or (3) that (A) as regards any part of the registration statement not purporting to be made on the authority of an expert, and not purporting to be a copy of or extract from a report or valuation of an expert, and not purporting to be made on the authority of a public official document or statement, he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) as regards any part of the registration statement purporting to be made upon his authority as an expert or purporting to be a copy of or extract from a report or valuation of himself as an expert, (i) he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such part of the registration statement did not fairly represent his statement as an expert or was not a fair copy of or extract from his report or valuation as an expert; and (C) as regards any part of the registration statement purporting to be made on the authority of an expert (other than himself) or purporting to be a copy of or extract from a report or valuation of an expert (other than himself), he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement of the expert or was not a fair copy of or extract from the report or valuation of the expert; and (D) as regards any part of the registration statement purporting to be a statement made by an official person or purporting to be a copy of or extract from a public official document, he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue, or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement made by the official person or was not a fair copy of or extract from the public official document. (c) Standard of reasonableness In determining, for the purpose of paragraph (3) of subsection (b) of this section, what constitutes reasonable investigation and reasonable ground for belief, the standard of reasonableness shall be that required of a prudent man in the management of his own property. (d) Effective date of registration statement with regard to underwriters If any person becomes an underwriter with respect to the security after the part of the registration statement with respect to which his liability is asserted has become effective, then for the purposes of paragraph (3) of subsection (b) of this section such part of the registration statement shall be considered as having