PART II.  EXEMPTIONS FROM REGISTRATION OF
SECURITIES



 



[§485A-201]  Exempt securities.  The
following securities are exempt from the requirements of sections 485A-301 to
485A-305 and 485A-504:



(1)  A security, including a revenue obligation or a
separate security as defined in Rule 131 (17 C.F.R. 230.131) adopted under the
Securities Act of 1933, issued, insured, or guaranteed by the United States; by
a state; by a political subdivision of a state; by a public authority, agency,
or instrumentality of one or more states; by a political subdivision of more
than one state; or by a person controlled or supervised by and acting as an
instrumentality of the United States under authority granted by Congress; or a
certificate of deposit for any of the foregoing;



(2)  A security issued, insured, or guaranteed by a
foreign government with which the United States maintains diplomatic relations,
or any of its political subdivisions, if the security is recognized as a valid
obligation by the issuer, insurer, or guarantor;



(3)  A security issued by and representing or that
will represent an interest in or a direct obligation of, or be guaranteed by:



(A)  An international banking institution;



(B)  A bank organized under the law of the
United States, or any bank, savings institution or trust company organized and
supervised under the laws of any state or territory or any investment
certificate issued by a financial services loan company duly licensed under the
financial services loan law of the State; any savings and loan association or
any building and loan or similar association organized under the laws of any
state or territory and authorized to do business in this State; any banking
institution organized under the laws of the United States; a member bank of the
Federal Reserve System; or a depository institution a substantial portion of
its business consists or will consist of receiving deposits or share accounts
that are insured to the maximum amount authorized by statute by the Federal
Deposit Insurance Corporation, the National Credit Union Share Insurance Fund,
or a successor authorized by federal law or exercising fiduciary powers that
are similar to those permitted for national banks under the authority of the
Comptroller of Currency pursuant to section 1 of Public Law 87-722 (12 U.S.C.
92a); or



(C)  Any other depository institution,
unless by rule or order, the commissioner proceeds under section 485A-204;



(4)  A security issued by and representing an interest
in, or a debt of, or insured or guaranteed by, an insurance company authorized
to do business in this State;



(5)  A security issued or guaranteed by a railroad,
other common carrier, public utility, or public utility holding company that
is:



(A)  Regulated in respect to its rates and
charges by the United States or a state;



(B)  Regulated in respect to the issuance or
guarantee of the security by the United States, a state, Canada, or a Canadian
province or territory; or



(C)  A public utility holding company
registered under the Public Utility Holding Company Act of 1935 or a subsidiary
of a registered holding company within the meaning of that Act;



(6)  A federal covered security specified in section
18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) or by rule adopted
under that provision, or a security listed or approved for listing on any
exchange registered or exempted under the Securities Exchange Act of 1934 or on
another securities market specified by rule under this chapter (including any
security of the same issuer which is of senior or substantially equal rank, any
security called for by subscription rights or warrants so listed or approved,
or any warrant or right to purchase or subscribe for any of the foregoing); a
put or a call option contract; a warrant; a subscription right on or with respect
to such securities; an option or similar derivative security on a security or
an index of securities or foreign currencies issued by a clearing agency
registered under the Securities Exchange Act of 1934 and listed or designated
for trading on a national securities exchange, a facility of a national
securities exchange, or a facility of a national securities association
registered under the Securities Exchange Act of 1934 or an offer or sale, of
the underlying security in connection with the offer, sale, or exercise of an
option or other security that was exempt when the option or other security was
written or issued; or an option or a derivative security designated by the
Securities and Exchange Commission under section 9(b) of the Securities Exchange
Act of 1934 (15 U.S.C. 78i(b));



(7)  A security issued by a person organized and
operated exclusively for religious, educational, benevolent, fraternal,
charitable, social, athletic, or reformatory purposes, or as a chamber of
commerce, and not for pecuniary profit, where no part of the net earnings
inures to the benefit of a private stockholder or other person, or a security
of a company 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));
except that with respect to the offer or sale of a note, bond, debenture, or
other evidence of indebtedness issued by such a person, a rule may be adopted
under this chapter limiting the availability of this exemption by classifying
securities, persons, and transactions, imposing different requirements for
different classes, specifying with respect to subparagraph (B), the scope of
the exemption and the grounds for denial or suspension, and requiring an issuer
to:



(A)  File a notice specifying the material
terms of the proposed offer or sale and copies of any proposed sales and
advertising literature to be used and provide that the exemption becomes
effective if the commissioner does not disallow the exemption within the period
established by the rule;



(B)  File a request for exemption authorization
for which a rule under this chapter may specify the scope of the exemption, the
requirement of an offering statement, the filing of sales and advertising
literature, the filing of consent to service of process under section 485A-610,
and grounds for denial or suspension of the exemption; or



(C)  Register under section 485A-303;



(8)  A member's or owner's interest in, or a retention
certificate or like security given in lieu of a cash patronage dividend issued
by, a cooperative organized and operated as a nonprofit membership cooperative
under the cooperative laws of a state, but not a member's or owner's interest,
retention certificate, or like security sold to persons other than bona fide
members of the cooperative; except any cooperative association membership
stock, membership certificates or shares, or membership capital, pursuant to
section 421C-36 and chapters 421 and 421C; and



(9)  An equipment trust certificate with respect to
equipment leased or conditionally sold to a person, if any security issued by
the person would be exempt under this section or would be a federal covered
security under section 18(b)(1) of the Securities Act of 1933 (15 U.S.C.
77r(b)(1)); or



(10)  Any security for which a registration statement
has been filed under the Securities Act of 1933; provided that no sale shall be
made until the registration statement has become effective. [L 2006, c 229, pt
of §1]