(a) A bank is exempt from the
definition of the term broker under section 3(a)(4) of the
act (15 USC 78c(a)(4)), to the extent that, as agent, the bank—
(1) effects a sale in compliance
with the requirements of 17 CFR 230.903 of an eligible security to
a purchaser who is not in the United States;
(2) effects, by or on behalf of a person
who is not a U.S. person under 17 CFR 230.902(k), a resale of an eligible
security after its initial sale with a reasonable belief that the
eligible security was initially sold outside of the United States
within the meaning of and in compliance with the requirements of 17
CFR 230.903 to a purchaser who is not in the United States or a registered
broker or dealer, provided that if the resale is made prior to the
expiration of any applicable distribution compliance period specified
in 17 CFR 230.903(b)(2) or (b)(3), the resale is made in compliance
with the requirements of 17 CFR 230.904; or
(3) effects, by or on behalf of a registered
broker or dealer, a resale of an eligible security after its initial
sale with a reasonable belief that the eligible security was initially
sold outside of the United States within the meaning of and in compliance
with the requirements of 17 CFR 230.903 to a purchaser who is not
in the United States, provided that if the resale is made prior to
the expiration of any applicable distribution compliance period specified
in 17 CFR 230.903(b)(2) or (b)(3), the resale is made in compliance
with the requirements of 17 CFR 230.904.
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(b) Definitions. For purposes of this
section:
(1) Distributor has the same meaning as in 17 CFR 230.902(d).
(2) Eligible security means a security
that—
(i) is not being sold from the inventory
of the bank or an affiliate of the bank; and
(ii) is not being underwritten by the
bank or an affiliate of the bank on a firm-commitment basis, unless
the bank acquired the security from an unaffiliated distributor that
did not purchase the security from the bank or an affiliate of the bank.
(3) Purchaser means a person who purchases an eligible security
and who is not a U.S. person under 17 CFR 230.902(k).
