Securities Act of 1933

SECURITIES ACT OF 1933[A S A MENDED THROUGH P.L. 111-72, APPROVED O CT. 13, 2009]TABLE OF CONTENTSSec. 1. Short Title.Sec. 2. Definitions.Sec. 2A. Swap Agreements.Sec. 3. Exempted Securities.Sec. 4. Exempted Transactions.Sec. 5. Prohibitions Relating to Interstate Commerce and the Mails.Sec. 6. Registration of Securities and Signing of Registration Statement.Sec. 7. Information Required in Registration Statement.Sec. 8. Taking Effect of Registration Statements and Amendments Thereto.Sec. 8A. Cease-And-Desist Proceedings.Sec. 9. Court Review of Orders.Sec. 10. Information Required in Prospectus.Sec. 11. Civil Liabilities on Account of False Registration Statement.Sec. 12. Ci vi l Li abi li ti es Ari si ng i n Connecti on Wi th Prospectuses and Communi ca­tions.Sec. 13. Limitation of Actions.Sec. 14. Contrary Stipulations Void.Sec. 15. Liability of Controlling Persons.Sec. 16. Additional Remedies; Limitation on Remedies.Sec. 17. Fraudulent Interstate Transactions.Sec. 18. Exemption From State Regulation of Securities Offerings.Sec. 19. Special Powers of Commission.Sec. 20. Injunctions and Prosecution of Offenses.Sec. 21. Hearings by Commission.Sec. 22. Jurisdiction of Offenses and Suits.Sec. 23. Unlawful Representations.Sec. 24. Penalties.Sec. 25. Jurisdiction of Other Government Agencies Over Securities.Sec. 26. Separability of Provisions.Sec. 27. Private Securities Litigation.Sec. 27A. Application of Safe Harbor for Forward-Looking Statements.Sec. 28. General Exemptive Authority.Schedule A.Schedule B.SHORT TITLES EC. 1. Thi s ti tle may be ci ted as the ‘‘Securi ti es Act of 1933’’. (May 27, 1933, ch. 38, title I, Sec. 1, 48 Stat. 74.)DEFINITIONSS EC. 2. (a) D EFINITIONS.—When used i n thi s ti tle, unless the context otherwise requires—(1) The term ‘‘securi ty’’ means any note, stock, treasurystock, securi ty future, bond, debenture, evi dence of i ndebted­ness, certi fi cate of i nterest or parti ci pati on i n any profi t-shar­i ng agreement, collateral-trust certi fi cate, preorgani zati on cer­12 Sec. 2 SECURITIES ACT OF 1933t i ficate or subscription, transferable share,investment con­tract, voti ng-trust certi fi cate, certi fi cate of deposi t for a secu­ri ty, fracti onal undi vi ded i nterest i n oi l, gas, or other mi neral rights, any put, call, straddle, option, or privilege on any secu­ri ty, certi fi cate of deposi t, or group or i ndex of securi ti es (i n­cludi ng any i nterest therei n or based on the value thereof), or any put, call, straddle, opti on, or pri vi lege entered i nto on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ‘‘se­curi ty’’, or any certi fi cate of i nterest or parti ci pati on i n, tem­porary or i nteri m certi fi cate for, recei pt for, guarantee of, or warrant or ri ght to subscri be to or purchase, any of the fore­going.(2) The term ‘‘person’’ means an i ndi vi dual, a corporati on,a partnershi p, an associ ati on, a joi nt-stock company, a trust, any uni ncorporated organi zati on, or a government or poli ti cal 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 di sposi ti on of a securi ty or i nterest i n a securi ty, for value. The term ‘‘offer to sell’’, ‘‘offer for sale’’, or ‘‘offer’’ shall i nclude every attempt or offer to di spose of, or soli ci tati on of an offer to buy, a securi ty or i nterest i n a securi ty, for value. The terms defi ned i n thi s paragraph and the term ‘‘offer to buy’’ as used in subsection (c) of section 5 shall not include pre­liminary negotiations or agreements between an issuer (or any person d rectly or nd rectly controll ng or controlled by an ssuer, or under d rect or nd rect common control w th an issuer) and any underwriter or among underwriters who are or are to be i n pri vi ty of contract wi th an i ssuer (or any person di rectly or i ndi rectly controlli ng or controlled by an i ssuer, or under di rect or i ndi rect common control wi th an i ssuer). Any securi ty gi ven or deli vered wi th, or as a bonus on account of, any purchase of securi ti es or any other thi ng, shall be conclu­sively presumed to constitute a part of the subject of such pur­chase and to have been offered and sold for value. The i ssue or transfer of a ri ght or pri vi lege, when ori gi nally i ssued or transferred wi th a securi ty, gi vi ng the holder of such securi ty the ri ght to convert such securi ty i nto another securi ty of the same issuer or of another person, or giving a right to subscribe to another securi ty of the same i ssuer or of another person, whi ch ri ght cannot be exerci sed unti l some future date, shall not be deemed to be an offer or sale of such other security; but the i ssue or transfer of such other securi ty upon the exerci se of such ri ght of conversi on or subscri pti on shall be deemed a sale of such other securi ty. Any offer or sale of a securi ty fu­tures product by or on behalf of the issuer of the securities un­derlying the security futures product, an affiliate of the issuer, or an underwri ter, shall consti tute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities.(4) The term ‘‘i ssuer’’ means every person who i ssues or proposes to issue any security; except that with respect to cer­ti fi cates of deposi t, voti ng-trust certi fi cates, or collateral-trust3 SECURITIES ACT OF 1933 Sec. 2certi fi cates, or wi th respect to certi fi cates of i nterest or shares i n an uni ncorporated i nvestment trust not havi ng a board of di rectors (or persons performi ng si mi lar functi ons) or of the fi xed, restri cted management, or uni t type, the term ‘‘i ssuer’’ means the person or persons performing the acts and assuming the duti es of deposi tor or manager pursuant to the provi si ons of the trust or other agreement or i nstrument under whi ch such securi ti es are i ssued; except that i n the case of an uni n­corporated association which provides by its articles for limited li abi li ty of any or all of i ts members, or i n the case of a trust, comm i ttee, or other legal ent i ty, the trustees or members thereof shall not be i ndi vi dually li able as i ssuers of any secu­ri ty i ssued by the associ ati on, trust, commi ttee, or other legal entity; except that with respect to equipment- trust certificates or like securities, the term ‘‘issuer’’ means the person by whom the equi pment or property i s or i s to be used; and except that wi th respect to fracti onal undi vi ded i nterests i n oi l, gas, or other mineral rights, the term ‘‘issuer’’ means the owner of any such ri ght or of any i nterest i n such ri ght (whether whole or fractional) who creates fractional interests therein for the pur­pose of public offering. (5) The term ‘‘Commi ssi on’’ means the Securi ti es and Ex­change Commission. (6) The term ‘‘Territory’’ means Puerto Rico, the Virgin Is­lands, and the insular possessions of the United States. [1](7) The term ‘‘i nterstate commerce’’ means trade or com­merce in securities or any transportation or communication re­lating thereto among the several States or between the District of Columbi a or any Terri tory of the Uni ted States and any State or other Terri tory, or between any forei gn 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 6, and includes any amendment thereto and any report, document, or memorandum fi led as part of such statement or incorporated therein by reference. (9) The term ‘‘wr te’’ or ‘‘wr tten’’ shall nclude pr nted, lithographed, or any means of graphic communication. (10) The term ‘‘prospectus’’ means any prospectus, noti ce, circular, advertisement, letter, or communication, written or by radi o or televi si on, whi ch offers any securi ty for sale or con­firms the sale of any security; except that (a) a communication sent or gi ven after the effecti ve date of the regi strati on state­ment (other than a prospectus permi tted under subsecti on (b) of secti on 10) shall not be deemed a prospectus i f i t i s proved that pri or to or at the same ti me wi th such communi cati on a wri tten prospectus meeti ng the requi rements of subsecti on (a)of section 10 at the time of [2] such communication was sent or gi ven to the person to whom the communi cati on was made, and (b) a notice, circular, advertisement, letter, or communica­1The words ‘‘Phi li ppi ne Islands’’ were deleted from the defi ni ti on of the term ‘‘Terri tory’’ on the basi s of Presi denti al Proclamati on No. 2695, effecti ve July 4, 1946 (11 F.R. 7517; 60 Stat. 1352), which granted independence to the Philippine Islands.2So in law. Word ‘‘of’’ probably should not appear.4Sec. 2 SECURITIES ACT OF 1933 ti on i n respect of a securi ty shall not be deemed to be a pro­spectus i f i t states from whom a wri tten prospectus meeti ng the requi rements of secti on 10 may be obtai ned and, i n addi ti on, does no more than i denti fy the securi ty, state the pri ce thereof, state by whom orders wi ll be executed, and contai n such other i nformati on as the Commi ssi on, by rules or regula­ti ons deemed necessary or appropri ate i n the publi c i nterest and for the protecti on of i nvestors, and subject to such terms and conditions as may be prescribed therein, may permit. (11) The term ‘‘underwri ter’’ means any person who has purchased from an i ssuer wi th a vi ew to, or offers or sells for an i ssuer i n connecti on wi th, the di stri buti on of any securi ty, or parti ci pates or has a di rect or i ndi rect parti ci pati on i n any such undertaki ng, or parti ci pates or has a parti ci pati on i n the di rect or i ndi rect underwri ti ng of any such undertaki ng; but such term shall not i nclude a person whose i nterest i s li mi ted to a commi ssi on from an underwri ter or dealer not i n excess of the usual and customary distributors’ or sellers’ commission. As used i n thi s paragraph the term ‘‘i ssuer’’ shall i nclude, i n addi ti on to an i ssuer, any person di rectly or i ndi rectly control­li ng or controlled by the i ssuer, or any person under di rect or indirect common control with the issuer. (12) The term ‘‘dealer’’ means any person who engages ei ther for all or part of hi s ti me, di rectly or i ndi rectly, 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 ‘‘i nsurance company’’ means a company whi ch i s organi zed as an i nsurance company, whose pri mary and predomi nant busi ness acti vi ty i s the wri ti ng of i nsurance or the rei nsuri ng of ri sks underwri tten by i nsurance compa­nies, and which is subject to supervision by the insurance com­missioner, or a similar official or agency, of a State or territory or the Di stri ct of Columbi a; or any recei ver or si mi lar offi ci al or any li qui dati ng agent for such company, i n hi s capaci ty as such. (14) The term ‘‘separate account’’ means an account estab­li shed and mai ntai ned by an i nsurance company pursuant to the laws of any State or territory of the United States, the Dis­tri ct of Columbi a, or of Canada or any provi nce thereof, under whi ch i ncome, gai ns and losses, whether or not reali zed, from assets allocated to such account, are, i n accordance wi th the applicable contract, credited to or charged against such account wi thout regard to other i ncome, gai ns, or losses of the i nsur­ance company. (15) The term ‘‘accredited investor’’ shall mean— (i ) a bank as defi ned i n secti on 3(a)(2) whether acti ng i n i ts i ndi vi dual or fi duci ary capaci ty; an i nsurance com­pany as defined in paragraph (13) of this subsection; an in­vestment company regi stered under the Investment Com­pany Act of 1940 or a busi ness development company as defined in section 2(a)(48) of that Act; a Small Business In­vestment Company licensed by the Small Business Admin­i strati on; or an employee benefi t plan, i ncludi ng an i ndi5 SECURITIES ACT OF 1933 Sec. 2Avi dual reti rement account, whi ch i s subject to the provisi ons of the Employee Reti rement Income Securi ty Act of1974, i f the i nvestment deci si on i s made by a plan fi du­ci ary, as defi ned i n secti on 3(21) of such Act, whi ch i s either a bank, i nsurance company, or regi stered i nvestmentadviser; or(i i) any person who, on the basi s of such factors as financi al sophi sti cati on, net worth, knowledge, and experience in financial matters, or amount of assets under man­agement quali fi es as an accredi ted i nvestor under rulesand regulations which the Commission shall prescribe.(16) The terms ‘‘securi ty future’’, ‘‘narrow-based securi tyindex’’, and ‘‘security futures product’’ have the same meanings as provi ded i n secti on 3(a)(55) of the Securi ti es Exchange Act of 1934.(b) C ONSIDERATION OF P ROMOTION OF E FFICIENCY, C OMPETI TION, AND C APITAL F ORMATION.—Whenever pursuant to thi s ti tle the Commi ssi on i s engaged i n rulemaki ng and i s requi red to con­si der or determi ne whether an acti on i s necessary or appropri ate i n the publi c i nterest, the Commi ssi on shall also consi der, i n addi tion to the protection of investors, whether the action will promote efficiency, competition, and capital formation.(May 27, 1933, ch. 38, title I, Sec. 2, 48 Stat. 74; June 6, 1934, ch. 404, ti tle II, Sec. 201, 48 Stat. 905; Aug. 10, 1954, ch. 667, ti tle I, Sec. 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. 96­477, 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, ti tle II, Sec. 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) [ti tle II, Sec. 208(a)(1)], Dec. 21, 2000, 114 Stat. 2763, 2763A-434.)SEC. 2A. SWAP AGREEMENTS.(a) N ON-S ECURITY-B ASED S WAP A GREEMENTS.—The defi ni ti on of ‘‘security’’ in section 2(a)(1) of this title does not include any non­securi ty-based swap agreement (as defi ned i n secti on 206C of the Gramm-Leach-Bliley Act).(b) S ECURITY-B ASED S WAP A GREEMENTS.—(1) The definition of ‘‘security’’ in section 2(a)(1) of this titledoes not i nclude any securi ty-based swap agreement (as de­fined in section 206B of the Gramm-Leach-Bliley Act).(2) The Commi ssi on i s prohi bi ted from regi steri ng, or re­qui ri ng, recommendi ng, or suggesti ng, the regi strati on under thi s ti tle of any securi ty-based swap agreement (as defi ned i n secti on 206B of the Gramm-Leach-Bli ley Act). If the Commi s­si on becomes aware that a regi strant has fi led a regi strati on statement wi th respect to such a swap agreement, the Com­mi ssi on shall promptly so noti fy the regi strant. Any such reg­strat on statement w th respect to such a swap agreement shall be void and of no force or effect.Sec. 3 SECURITIES ACT OF 19336(3) The Commission is prohibited from—(A) promulgating, interpreting, or enforcing rules; or(B) issuing orders of general applicability;under this title in a manner that imposes or specifies reporting or recordkeep ng requ rements, procedures, or standards as prophylacti c measures agai nst fraud, mani pulati on, or i nsi der trading with respect to any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act).(4) References i n thi s ti tle to the ‘‘purchase’’ or ‘‘sale’’ of asecuri ty-based swap agreement shall be deemed to mean the executi on, termi nati on (pri or to i ts scheduled maturi ty date), assi gnment, exchange, or si mi lar transfer or conveyance of, or exti ngui shi ng of ri ghts or obli gati ons under, a securi ty-based swap agreement (as defi ned i n secti on 206B of the Gramm­Leach-Bliley Act), as the context may require.(May 27, 1933, ch. 38, ti tle I, Sec. 2A, as added Pub. L. 106-554, Sec. 1(a)(5) [ti tle III, Sec. 302(a)], Dec. 21, 2000, 114 Stat. 2763, 2763A-451.)EXEMPTED SECURITIESS EC. 3. (a) Except as hereinafter expressly provided, the provi­si ons of thi s ti tle shall not apply to any of the followi ng classes of securities:(1) Reserved.(2) Any security issued or guaranteed by the United Statesor any Terri tory thereof, or by the Di stri ct of Columbi a, or by any State of the Uni ted States, or by any poli ti cal subdi vi si on of a State or Territory, or by any public instrumentality of one or more States or Terri tori es, or by any person controlled or supervi sed by and acting as an instrumentali ty of the Govern­ment of the Uni ted States pursuant to authori ty granted by the Congress of the United States; or any certificate of deposit for any of the foregoi ng; or any securi ty i ssued or guaranteed by any bank; or any securi ty i ssued by or representi ng an i n­terest i n or a di rect obli gati on of a Federal Reserve bank; or any interest or participation in any common trust fund or simi­lar fund that i s excluded from the defi ni ti on of the term ‘‘i n­vestment company’’ under sect on 3(c)(3) of the Investment Company Act of 1940; or any securi ty whi ch i s an i ndustri al development bond (as defi ned i n secti on 103(c)(2) of the Inter­nal Revenue Code of 1954) [1] the i nterest on whi ch i s exclud­able from gross income under section 103(a)(1) of such Code if, by reason of the appli cati on of paragraph (4) or (6) of secti on 103(c) of such Code (determi ned as i f paragraphs (4)(A), (5), and (7) were not included in such section 103(c)), paragraph (1) of such secti on 103(c) does not apply to such securi ty; or any1The Internal Revenue Code of 1954 was redesi gnated as the Internal Revenue Code of 1986 by Pub. L. 99-514, Sec. 2, Oct. 22, 1986, 100 Stat. 2095. Section 103 of such Code, which related to i nterest on certai n governmental obli gati ons was amended generally by Pub. L. 99-514, ti tle 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 defi ned i ndustri al development bond, relates to the appli cabi li ty of the i nterest exclusi on to arbitrage bonds.7 SECURITIES ACT OF 1933 Sec. 3interest or participation in a single trust fund, or in a collective trust fund mai ntai ned by a bank, or any securi ty ari si ng out of a contract i ssued by an i nsurance company, whi ch i nterest, parti ci pati on, or securi ty i s i ssued i n connecti on wi th (A) a stock bonus, pensi on, or profi t- shari ng plan whi ch meets the requirements for qualification under section 401 of the Internal Revenue Code of 1954, (B) an annuity plan which meets the re­qui rements for the deducti on of the employer’s contri buti ons under secti on 404(a)(2) of such Code, (C) a governmental plan as defined in section 414(d) of such Code which has been estab­lished by an employer for the exclusive benefit of its employees or thei r benefi ci ari es for the purpose of di stri buti ng to such employees or thei r benefi ci ari es the corpus and i ncome of the funds accumulated under such plan, i f under such plan i t i s mpossi ble, pri or to the sati sfacti on of all li abi li ti es wi th re­spect to such employees and their beneficiaries, for any part of the corpus or i ncome to be used for, or di verted to, purposes other than the exclusi ve benefi t of such employees or thei r benefi ci ari es, or (D) a church plan, company, or account that i s excluded from the def i n i t i on of an i nvestment 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) of thi s paragraph (i ) the contri buti ons under whi ch are held in a single trust fund or in a separate account maintained by an nsurance company for a s ngle employer and under which an amount in excess of the employer’s contribution is al­located to the purchase of securi ti es (other than i nterests 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 wi th the employer, (i i ) whi ch covers employees some or all of whom are employees wi thi n the meani ng of secti on 401(c)(1) of such Code, or (i i i ) which is a plan funded by an annuity contract described in sec­tion 403(b) of such Code. The Commission, by rules and regula­tions or order, shall exempt from the provisions of section 5 of this title any interest or participation issued in connection with a stock bonus, pensi on, profi t-shari ng, or annui ty plan whi ch covers employees some or all of whom are employees wi thi n the meani ng of secti on 401(c)(1) of the Internal Revenue Code of 1954, i f and to the extent that the Commi ssi on determi nes thi s to be necessary or appropri ate i n the publi c i nterest and consi stent wi th the protecti on of i nvestors and the purposes fai rly i ntended by the poli cy and provi si ons of thi s ti tle. For purposes of this paragraph, a security issued or guaranteed by a bank shall not i nclude any i nterest or parti ci pati on i n any collect ive trust fund ma i nta i ned by a bank; and the term ‘‘bank’’ means any nati onal bank, or any banki ng i nsti tuti on organized under the laws of any State, territory, or the District of Columbia, the business of which is substantially confined to banki ng and i s supervi sed by the State or terri tori al banki ng commission or similar official; except that in the case of a com­mon trust fund or si mi lar fund, or a collecti ve trust fund, the term ‘‘bank’’ has the same meaning as in the Investment Com­pany Act of 1940;8Sec. 3 SECURITIES ACT OF 1933 (3) Any note, draft, bill of exchange, or banker’s acceptance whi ch ari ses out of a current transacti on or the proceeds of which have been or are to be used for current transactions, and whi ch has a maturi ty at the ti me of i ssuance of not exceedi ng 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 exclus i vely for rel i g i ous, educat i onal, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary prof­i t, and no part of the net earni ngs of whi ch i nures to the ben­efit of any person, private stockholder, or individual; or any se­curi ty of a fund that i s excluded from the defi ni ti on of an i n­vestment company under secti on 3(c)(10)(B) of the Investment Company Act of 1940; (5) Any securi ty i ssued (A) by a savi ngs and loan associ a­ti on, bui ldi ng and loan associ ati on, cooperati ve bank, home­stead associ ati on, or si mi lar i nsti tuti on, whi ch i s supervi sed and examined by State or Federal authority having supervision over any such i nsti tuti on; or (B) by (i ) a farmer’s cooperati ve organization exempt from tax under section 521 of the Internal Revenue Code of 1954, (i i ) a corporati on descri bed i n secti on 501(c)(16) of such Code and exempt from tax under secti on 501(a) of such Code, or (i i i ) a corporati on descri bed i n secti on 501(c)(2) of such Code whi ch i s exempt from tax under secti on 501(a) of such Code and is organized for the exclusive purpose of holdi ng ti tle to property, collecti ng i ncome therefrom, and turning over the entire amount thereof, less expenses, to an or­ganization or corporation described in clause (i) or (ii); (6) Any i nterest i n a rai lroad equi pment trust. For pur­poses of this paragraph ‘‘interest in a railroad equipment trust’’ means any i nterest i n an equi pment trust, lease, condi ti onal sales contract, or other s i m i lar arrangement entered i nto, i ssued, assumed, guaranteed by, or for the benefi t of, a com­mon carri er to fi nance the acqui si ti on of rolli ng stock, i nclud­ing motive power; (7) Cert f cates ssued by a rece ver or by a trustee n bankruptcy, 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 supervi si on of the i nsurance commi ssi oner, bank commi s­si oner, or any agency or offi cer performi ng li ke functi ons, of any State or Terri tory of the Uni ted States or the Di stri ct of Columbia; (9) Except wi th respect to a securi ty exchanged i n a case under ti tle 11, any securi ty exchanged by the i ssuer wi th i ts exi sti ng securi ty holders exclusi vely where no commi ssi on or other remunerati on i s pai d or gi ven di rectly or i ndi rectly for soliciting such exchange; (10) Except wi th respect to a security exchanged i n 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 i n such exchange and partly for cash, where the terms and condi ti ons of such i ssuance and exchange are approved, after a heari ng upon the fai rness of such terms and9 SECURITIES ACT OF 1933 Sec. 3conditions at which all persons to whom it is proposed to issue securi ti es i n such exchange shall have the ri ght 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 authori ty expressly authori zed by law to grant such approval;(11) Any securi ty whi ch i s a part of an i ssue offered andsold only to persons resident within a single State or Territory, where the ssuer of such secur ty s a person res dent and doi ng busi ness wi thi n or, i f a corporati on, i ncorporated by and doing business within, such State or Territory.(12) Any equi ty securi ty i ssued i n connecti on wi th the ac­quisition by a holding company of a bank under section 3(a) of the Bank Holdi ng Company Act of 1956 or a savi ngs associ a­tion under section 10(e) of the Home Owners’ Loan Act, if—(A) the acqui si ti on occurs solely as part of a reorga­nization in which security holders exchange their shares ofa bank or savings association for shares of a newly formedholdi ng company wi th no si gni fi cant assets other than se­curities of the bank or savings association and the existingsubsidiaries of the bank or savings association;(B) the securi ty holders recei ve, after that reorgani za­tion, substantially the same proportional share interests inthe holdi ng company as they held i n the bank or savi ngsassoci ati on, except for nomi nal changes i n shareholders’interests resulting from lawful elimination of fractional in­terests and the exerci se of di ssenti ng shareholders’ ri ghtsunder State or Federal law;(C) the ri ghts and i nterests of securi ty holders i n theholdi ng company are substanti ally the same as those i nthe bank or savi ngs associ ati on pri or to the transacti on,other than as may be required by law; and(D) the holdi ng company has substanti ally the sameassets and li abi li ti es, on a consoli dated basi s, as the bankor savings association had prior to the transaction.For purposes of this paragraph, the term ‘‘savings associati on’’ means a savi ngs associ ati on (as defi ned i n secti on 3(b) of the Federal Deposi t Insurance Act) the deposi ts of whi ch are i n­sured by the Federal Deposit Insurance Corporation.(13) Any security issued by or any interest or participationi n any church plan, company or account that i s excluded fromthe definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.(14) Any security futures product that is—(A) cleared by a cleari ng agency regi stered under sec­tion 17A of the Securities Exchange Act of 1934 or exemptfrom regi strati on under subsecti on (b)(7) of such secti on17A; and(B) traded on a nati onal securi ti es exchange or a na­ti onal securi ti es associ ati on regi stered pursuant to secti on15A(a) of the Securities Exchange Act of 1934.(b) The Commi ssi on may from ti me to ti me by i ts rules and regulati ons, and subject to such terms and condi ti ons as may be prescri bed therei n, add any class of securi ti es to the securi ti es ex­。