SPIRO T. AGNEW, Governor                      1491

scription rights or warrants so listed or approved; or any warrant
or right to purchase or subscribe to any of the foregoing;

(9)    Any security issued by any person organized and operated
not for private profit but exclusively for religious, educational,
benevolent, charitable, fraternal, social, athletic, or reformatory
purposes, or as a chamber of commerce, local industrial development
corporation, or trade or professional association;

(10)    Any commercial paper which arises out of a current trans-
action or the proceeds of which have been or are to be used for
current transactions, and which evidences an obligation to pay cash
within nine months of the date of issuance, exclusive of days of
grace, or any renewal of such paper which is likewise limited, or any
guarantee of such paper or of any such renewal;

(11)    Any investment contract issued after June 1, 1962, in con-
nection with an employee's stock purchase, sayings, pension, profit-
sharing, or similar benefit plan if the Commissioner is notified in
writing thirty days before the inception of the plan.

(b) The following transactions are exempted from Sections 19

and 27:

(1)    Any isolated nonissuer transaction, whether effected through
a broker-dealer or not;

(2)    Any nonissuer distribution of an outstanding security if
(A) a recognized securities manual contains the names of the issu-
er's officers and directors, a balance sheet of the issuer as of a date
within eighteen months, and a profit and loss statement for either the
fiscal year preceding that date or the most recent year of operations,
or (B) the security has a fixed maturity or a fixed interest or divi-
dend provision and there has been no default during the current
fiscal year or within the three preceding fiscal years, or during the
existence of the issuer and any predecessor if less than three years,
in the payment of principal, interest, or dividends on the security;

(3)    Any nonissuer transaction effected by or through a regis-
tered broker-dealer pursuant to an unsolicited order or offer to buy;
but the Commissioner may by rule require that the customer ac-
knowledge upon a specified form that the sale was unsolicited, and
that a signed copy of each such form be preserved by the broker-
dealer for a specified period;

(4)    Any transaction between the issuer or other person on whose
behalf the offering is made and an underwriter, or among under-
writers ;

(5)    Any transaction in a bond or other evidence of indebtedness
secured by a real or chattel mortgage or deed of trust, or by an agree-
ment for the sale of real estate or chattels, if the entire mortgage,
deed of trust, or agreement, together with all the bonds or other
evidences of indebtedness secured thereby, is offered and sold as a
unit;

(6)    Any transaction by an executor, administrator, sheriff, mar-
shal, receiver, trustee in bankruptcy, guardian, or conservator;

(7)    Any transaction executed by a bona fide pledgee without
any purpose of evading this subtitle;