Nevada § 90.520 - Exempt securities; filing and fee required for exemption

§ 90.520. Exempt securities; filing and fee required for exemption

1. As used in this section: (a) “ Guaranteed ” means guaranteed as to payment of all or substantially all of principal and interest

or dividends. (b) “ Insured ” means insured as to payment of all or substantially all of principal and interest

or dividends. 2. Except as otherwise provided in subsections 4 and 5, the following securities are

exempt from NRS 90.460 and 90.560 : (a) A security, including a revenue obligation, issued, insured or guaranteed by the

United States, an agency or corporate or other instrumentality of the United States,

an international agency or corporate or other instrumentality of which the United

States and one or more foreign governments are members, a state, a political subdivision

of a state, or an agency or corporate or other instrumentality of one or more states

or their political subdivisions, or a certificate of deposit for any of the foregoing,

but this exemption does not include a security payable solely from revenues to be

received from an enterprise unless the: (1) Payments are insured or guaranteed by the United States, an agency or corporate

or other instrumentality of the United States, an international agency or corporate

or other instrumentality of which the United States and one or more foreign governments

are members, a state, a political subdivision of a state, or an agency or corporate

or other instrumentality of one or more states or their political subdivisions, or

by a person whose securities are exempt from registration pursuant to paragraphs (b)

to (e), inclusive, or (g), or the revenues from which the payments are to be made

are a direct obligation of such a person; (2) Security is issued by this State or an agency, instrumentality or political subdivision

of this State; or (3) Payments are insured or guaranteed by a person who, within the 12 months next

preceding the date on which the securities are issued, has received a rating within

one of the top four rating categories of either Moody's Investors Service, Inc., or

Standard and Poor's Ratings Services. (b) A security issued, insured or guaranteed by Canada, a Canadian province or territory,

a political subdivision of Canada or of a Canadian province or territory, an agency

or corporate or other instrumentality of one or more of the foregoing, or any other

foreign government or governmental combination or entity with which the United States

maintains diplomatic relations, if the security is recognized as a valid obligation

by the issuer, insurer or guarantor. (c) A security issued by and representing an interest in or a direct obligation of

a depository institution if the deposit or share accounts of the depository institution

are insured by the Federal Deposit Insurance Corporation, the National Credit Union

Share Insurance Fund or a successor to an applicable agency authorized by federal

law. (d) A security issued by and representing an interest in or a direct obligation of,

or insured or guaranteed by, an insurance company organized under the laws of any

state and authorized to do business in this State. (e) A security issued or guaranteed by a railroad, other common carrier, public utility

or holding company that is: (1) Subject to the jurisdiction of the Surface Transportation Board; (2) A registered holding company under the Public Utility Holding Company Act of 1935 1 or a subsidiary of a registered holding company within the meaning of that act; (3) Regulated in respect to its rates and charges by a governmental authority of the

United States or a state; or (4) Regulated in respect to the issuance or guarantee of the security by a governmental

authority of the United States, a state, Canada, or a Canadian province or territory. (f) Equipment trust certificates in respect to equipment leased or conditionally sold

to a person, if securities issued by the person would be exempt pursuant to this section. (g) A security listed or approved for listing upon notice of issuance on the New York

Stock Exchange, NYSE MKT, the Chicago Stock Exchange, NYSE ARCA or other exchange

designated by the Administrator, any other security of the same issuer which is of

senior or substantially equal rank, a security called for by subscription right or

warrant so listed or approved, or a warrant or right to purchase or subscribe to any

of the foregoing. (h) A security listed or approved for listing upon notice of issuance on the National

Market System of the NASDAQ Stock Market, any other security of the same issuer which

is of senior or substantially equal rank, a security called for by subscription right

or warrant so designated, or a warrant or a right to purchase or subscribe to any

of the foregoing. (i) An option issued by a clearing agency registered under the Securities Exchange

Act of 1934, 2 other than an off-exchange futures contract or substantially similar arrangement,

if the security, currency, commodity or other interest underlying the option is: (1) Registered under NRS 90.470 , 90.480 or 90.490 ; (2) Exempt pursuant to this section; or (3) Not otherwise required to be registered under this chapter. (j) A security issued by a person organized and operated not for private profit but

exclusively for a religious, educational, benevolent, charitable, fraternal, social,

athletic or reformatory purpose, or as a chamber of commerce, or trade or professional

association if at least 10 days before the sale of the security the issuer has filed

with the Administrator a notice setting forth the material terms of the proposed sale

and copies of any sales and advertising literature to be used and the Administrator

by order does not disallow the exemption within the next 5 full business days. (k) A promissory note, draft, bill of exchange or banker's acceptance that evidences

an obligation to pay cash within 9 months after the date of issuance, exclusive of

days of grace, is issued in denominations of at least $50,000 and receives a rating

in one of the three highest rating categories from a nationally recognized statistical

rating organization, or a renewal of such an obligation that is likewise limited,

or a guarantee of such an obligation or of a renewal. (l) A security issued in connection with an employees' stock purchase, savings, option,

profit-sharing, pension or similar employees' benefit plan. (m) A membership or equity 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 any state

if not traded to the general public. (n) A security issued by an issuer registered as an open-end management investment

company or unit investment trust under section 8 of the Investment Company Act of

1940 3 if: (1) The issuer is advised by an investment adviser that is a depository institution

exempt from registration under the Investment Advisers Act of 1940 4 or that is currently registered as an investment adviser, and has been registered,

or is affiliated with an adviser that has been registered, as an investment adviser

under the Investment Advisers Act of 1940 for at least 3 years next preceding an offer

or sale of a security claimed to be exempt pursuant to this paragraph, and the issuer

has acted, or is affiliated with an investment adviser that has acted, as investment

adviser to one or more registered investment companies or unit investment trusts for

at least 3 years next preceding an offer or sale of a security claimed to be exempt

under this paragraph; or (2) The issuer has a sponsor that has at all times throughout the 3 years before an

offer or sale of a security claimed to be exempt pursuant to this paragraph sponsored

one or more registered investment companies or unit investment trusts the aggregate

total assets of which have exceeded $100,000,000. 3. For the purpose of paragraph (n) of subsection 2, an investment adviser is affiliated

with another investment adviser if it controls, is controlled by, or is under common

control with the other investment adviser. 4. The exemption provided by paragraph (n) of subsection 2 is available only if the

person claiming the exemption files with the Administrator a notice of intention to

sell which sets forth the name and address of the issuer and the securities to be

offered in this State and pays a fee: (a) Of $500 for the initial claim of exemption and the same amount at the beginning

of each fiscal year thereafter in which securities are to be offered in this State,

in the case of an open-end management company; or (b) Of $300 for the initial claim of exemption in the case of a unit investment trust. 5. An exemption provided by paragraph (c), (e), (f), (i) or (k) of subsection 2 is

available only if, within the 12 months immediately preceding the use of the exemption,

a notice of claim of exemption has been filed with the Administrator and a nonrefundable

fee of $300 has been paid. 1

15 USCA § 79 et seq., repealed Aug. 8, 2005. 2

15 USCA § 78a et seq. 3

15 USCA § 80a-6 4

15 USCA § 80b-1 et seq.