HARRY HUGHES, Governor

2903

payment of principal, interest, or dividends on the
security;

(3)  Any nonissuer transaction effected by or through a
registered broker-dealer under an unsolicited order or offer
to buy, but the Commissioner by rule may require that:

(i) The customer acknowledge on a specified form
that the sale was unsolicited; and

(ii) A signed copy of each form be preserved by
the broker-dealer for a specified period;

(4)  Any transaction:

(i) Between the issuer or other person on whose
behalf the offering is made and an underwriter; or

(ii) Among underwriters;

(5)  Any transaction in a bond or other evidence of
indebtedness secured by a real or chattel mortgage, deed of
trust, or agreement 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 by it, is offered and sold as a unit;

(6)  Any transaction by a personal representative,
sheriff, marshal, receiver, trustee in bankruptcy, guardian,
or conservator;

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

(8)  Any offer or sale to a bank, savings institution,
trust company, insurance company, investment company as
defined in the Investment Company Act of 1940, pension or
profit-sharing trust, or other financial institution or
institutional buyer, or to a broker-dealer, whether the
purchaser is acting for itself or in some fiduciary
capacity;

(9)   [Any transaction under an offer directed by the
offeror] TO THE EXTENT THE COMMISSIONER BY RULE OR ORDER
PERMITS, ANY OFFER OR SALE IN A TRANSACTION INVOLVING THE
SALE BY AN ISSUER to not more than [25] 35 persons, other
than those designated in item (8) of this section, [in
this State] during any period of 12 consecutive months,
whether or not the [offeror] SELLER or any [offeree]
PURCHASER is then present in this State, if the seller
reasonably believes that all the [buyers] PURCHASERS in this
State, other than those designated in item (8) of this
section, are purchasing for investment, AND IF THE
SECURITIES HAVE NOT BEEN OFFERED TO THE GENERAL PUBLIC BY
ADVERTISEMENT OR GENERAL SOLICITATION but the Commissioner
by rule or order, as to any security or transaction or any
type of security or transaction, may withdraw or further