| E.__Any one of the following requirements is met: |
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| (1)__The issuer of the security has a class of equity | securities listed on a national securities exchange | registered under Section 6 of the federal Securities | Exchange Act of 1934 or designated for trading on the | National Association of Securities Dealers Automated | Quotation System; |
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| (2)__The issuer of the security is a unit investment | trust registered under the federal Investment Company | Act of 1940; |
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| (3)__The issuer of the security, including its | predecessors, has been engaged in continuous business | for at least 3 years; or |
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| (4) The issuer of the security has total assets of at | least $2,000,000 based on an audited balance sheet as | of a date within 18 months before the date of the | transaction or, in the case of a reorganization or | merger when the parties to the reorganization or merger | each had such an audited balance sheet, a pro forma | balance sheet for the combined organization; |
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| | 3.__Nonissuer transactions in specified foreign transactions.__ | A nonissuer transaction by or through a broker-dealer licensed | under or exempt from licensing under this chapter in a security | of a foreign issuer that is a margin security defined in | regulations or rules adopted by the Board of Governors of the | Federal Reserve System; |
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| | 4.__Nonissuer transactions in securities where guarantor is | subject to Securities Exchange Act reporting.__A nonissuer | transaction by or through a broker-dealer licensed under or | exempt from licensing under this chapter in an outstanding | security if the guarantor of the security files reports with the | Securities and Exchange Commission under the reporting | requirements of Section 13 or 15(d) of the federal Securities | Exchange Act of 1934, 15 United States Code, Section 78m or | 78o(d); |
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| | 5.__Nonissuer transactions in specified fixed income | securities.__A nonissuer transaction by or through a broker- | dealer licensed under or exempt from licensing under this chapter | in a security that: |
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| A.__Is rated at the time of the transaction by a nationally | recognized statistical rating organization in one of its 4 | highest rating categories; or |
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