§ 77ddd. — Exempted securities and transactions.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77ddd]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER III--TRUST INDENTURES
Sec. 77ddd. Exempted securities and transactions
(a) Specific securities exempted
The provisions of this subchapter shall not apply to any of the
following securities:
(1) any security other than (A) a note, bond, debenture, or
evidence of indebtedness, whether or not secured, or (B) a
certificate of interest or participation in any such note, bond,
debenture, or evidence of indebtedness, or (C) a temporary
certificate for, or guarantee of, any such note, bond, debenture,
evidence of indebtedness, or certificate;
(2) any certificate of interest or participation in two or more
securities having substantially different rights and privileges, or
a temporary certificate for any such certificate;
(3) Repealed. Pub. L. 101-550, title IV, Sec. 403(1)(A), Nov.
15, 1990, 104 Stat. 2722.
(4)(A) any security exempted from the provisions of the
Securities Act of 1933 [15 U.S.C. 77a et seq.] by paragraphs (2) to
(8), (11), or (13) of section 3(a) thereof [15 U.S.C. 77c(a)];
(B) any security exempted from the provisions of the Securities
Act of 1933, as amended [15 U.S.C. 77a et seq.], by paragraph (2) of
subsection 3(a) thereof, as amended by section 401 of the Employment
Security Amendments of 1970 [15 U.S.C. 77c(a)(2)];
(5) any security issued under a mortgage indenture as to which a
contract of insurance under the National Housing Act [12 U.S.C. 1701
et seq.] is in effect; and any such security shall be deemed to be
exempt from the provisions of the Securities Act of 1933 [15 U.S.C.
77a et seq.] to the same extent as though such security were
specifically enumerated in section 3(a)(2) of such Act [15 U.S.C.
Sec. 77c(a)(2)];
(6) any note, bond, debenture, or evidence of indebtedness
issued or guaranteed by a foreign government or by a subdivision,
department, municipality, agency, or instrumentality thereof;
(7) any guarantee of any security which is exempted by this
subsection;
(8) any security which has been or is to be issued otherwise
than under an indenture, but this exemption shall not be applied
within a period of twelve consecutive months to an aggregate
principal amount of securities of the same issuer greater than the
figure stated in section 3(b) of the Securities Act of 1933 [15
U.S.C. 77c(b)] limiting exemptions thereunder, or such lesser amount
as the Commission may establish by its rules and regulations;
(9) any security which has been or is to be issued under an
indenture which limits the aggregate principal amount of securities
at any time outstanding thereunder to $10,000,000, or such lesser
amount as the Commission may establish by its rules and regulations,
but this exemption shall not be applied within a period of thirty-
six consecutive months to more than $10,000,000 aggregate principal
amount of securities of the same issuer, or such lesser amount as
the Commission may establish by its rules and regulations; or
(10) any security issued under a mortgage or trust deed
indenture as to which a contract of insurance under title XI of the
National Housing Act [12 U.S.C. 1749aaa et seq.] is in effect; and
any such security shall be deemed to be exempt from the provisions
of the Securities Act of 1933 [15 U.S.C. 77a et seq.] to the same
extent as though such security were specifically enumerated in
section 3(a)(2), as amended, of the Securities Act of 1933 [15
U.S.C. 77c(a)(2)].
In computing the aggregate principal amount of securities to which the
exemptions provided by paragraphs (8) and (9) of this subsection may be
applied, securities to which the provisions of sections 77eee and 77fff
of this title would not have applied, irrespective of the provisions of
those paragraphs, shall be disregarded.
(b) Application of sections 77eee and 77fff
The provisions of sections 77eee and 77fff of this title shall not
apply (1) to any of the transactions exempted from the provisions of
section 5 of the Securities Act of 1933 [15 U.S.C. 77e] by section 4
thereof [15 U.S.C. 77d] or (2) to any transaction which would be so
exempted but for the last sentence of paragraph (11) of section 2 of
such Act \1\ [15 U.S.C. 77b].
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\1\ See References in Text note below.
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(c) Securities issued or proposed to be issued under indenture
The Commission shall, on application by the issuer and after
opportunity for hearing thereon, by order exempt from any one or more
provisions of this subchapter any security issued or proposed to be
issued under any indenture under which, at the time such application is
filed, securities referred to in paragraph (3) of subsection (a) of this
section are outstanding or on January 1, 1959, such securities were
outstanding, if and to the extent that the Commission finds that
compliance with such provision or provisions, through the execution of a
supplemental indenture or otherwise--
(1) would require, by reason of the provisions of such
indenture, or the provisions of any other indenture or agreement
made prior to August 3, 1939, or the provisions of any applicable
law, the consent of the holders of securities outstanding under any
such indenture or agreement; or
(2) would impose an undue burden on this issuer, having due
regard to the public interest and the interests of investors.
(d) Exemptions in public interest
The Commission may, by rules or regulations upon its own motion, or
by order on application by an interested person, exempt conditionally or
unconditionally any person, registration statement, indenture, security
or transaction, or any class or classes of persons, registration
statements, indentures, securities, or transactions, from any one or
more of the provisions of this subchapter, if and to the extent that
such exemption is necessary or appropriate in the public interest and
consistent with the protection of investors and the purposes fairly
intended by this subchapter. The Commission shall by rules and
regulations determine the procedures under which an exemption under this
subsection shall be granted, and may, in its sole discretion, decline to
entertain any application for an order of exemption under this
subsection.
(e) Securities issued by small investment company
The Commission may from time to time by its rules and regulations,
and subject to such terms and conditions as may be prescribed herein,
add to the securities exempted as provided in this section any class of
securities issued by a small business investment company under the Small
Business Investment Act of 1958 [15 U.S.C. 661 et seq.] if it finds,
having regard to the purposes of that Act, that the enforcement of this
subchapter with respect to such securities is not necessary in the
public interest and for the protection of investors.
(May 27, 1933, ch. 38, title III, Sec. 304, as added Aug. 3, 1939, ch.
411, 53 Stat. 1153; amended Aug. 10, 1954, ch. 667, title III, Sec. 302,
68 Stat. 687; Pub. L. 85-699, title III, Sec. 307(b), Aug. 21, 1958, 72
Stat. 694; Pub. L. 86-760, Sept. 13, 1960, 74 Stat. 902; Pub. L. 89-754,
title V, Sec. 504(b), Nov. 3, 1966, 80 Stat. 1278; Pub. L. 91-567,
Sec. 6(c), Dec. 22, 1970, 84 Stat. 1499; Pub. L. 96-477, title III,
Sec. 302, Oct. 21, 1980, 94 Stat. 2291; Pub. L. 101-550, title IV,
Sec. 403, Nov. 15, 1990, 104 Stat. 2722; Pub. L. 104-290, title V,
Sec. 508(e), Oct. 11, 1996, 110 Stat. 3448; Pub. L. 105-353, title III,
Sec. 301(e)(2), Nov. 3, 1998, 112 Stat. 3237.)
References in Text
The Securities Act of 1933, referred to in subsec. (a)(4), (5), and
(10), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended,
which is classified generally to subchapter I (Sec. 77a et seq.) of this
chapter. For complete classification of this Act to the Code, see
section 77a of this title and Tables.
The National Housing Act, referred to in subsec. (a)(5), is act June
27, 1934, ch. 847, 48 Stat. 1246, as amended, which is classified
generally to chapter 13 (Sec. 1701 et seq.) of Title 12, Banks and
Banking. Provisions of that act relating to insurance of mortgages are
contained in section 1707 et seq. of Title 12. Title XI of the National
Housing Act, is classified to subchapter IX-B (Sec. 1749aaa et seq.) of
chapter 13 of Title 12. For complete classification of this Act to the
Code, see References in Text note set out under section 1701 of Title 12
and Tables.
Paragraph (11) of section 2 of the Securities Act of 1933, referred
to in subsec. (b), was redesignated paragraph (11) of section 2(a) of
the Act by Pub. L. 104-290, title I, Sec. 106(a)(1), Oct. 11, 1996, 110
Stat. 3424, and is classified to section 77b(a)(11) of this title.
The Small Business Investment Act of 1958, referred to in subsec.
(e), is Pub. L. 85-699, Aug. 21, 1958, 72 Stat. 689, as amended, which
is classified principally to chapter 14B (Sec. 661 et seq.) of this
title. For complete classification of this Act to the Code, see Short
Title note set out under section 661 of this title and Tables.
Amendments
1998--Subsec. (a)(4)(A). Pub. L. 105-353 substituted ``(13) of
section'' for ``(14) of subsection''.
1996--Subsec. (a)(4)(A). Pub. L. 104-290 substituted ``(11), or
(14)'' for ``or (11)''.
1990--Subsec. (a)(3). Pub. L. 101-550, Sec. 403(1)(A), struck out
par. (3) which read as follows: ``any security which, prior to or within
six months after August 3, 1939, has been sold or disposed of by the
issuer or bona fide offered to the public, but this exemption shall not
apply to any new offering of any such security by an issuer subsequent
to such six months;''.
Subsec. (a)(4)(A). Pub. L. 101-550, Sec. 403(1)(B), struck out ``,
as heretofore amended,'' after ``1933''.
Subsec. (d). Pub. L. 101-550, Sec. 403(2), added subsec. (d) and
struck out former subsec. (d) which read as follows: ``The Commission
may, on application by the issuer and after opportunity for hearing
thereon, by order exempt from any one or more of the provisions of this
subchapter any security issued or proposed to be issued by a person
organized and existing under the laws of a foreign government or a
political subdivision thereof, if and to the extent that the Commission
finds that compliance with such provision or provisions is not necessary
in the public interest and for the protection of investors.''
1980--Subsec. (a)(8). Pub. L. 96-477, Sec. 302(a), substituted ``an
aggregate principal amount of securities of the same issuer greater than
the figure stated in section 3(b) of the Securities Act of 1933 limiting
exemptions thereunder, or such lesser amount as the Commission may
establish by its rules and regulations'' for ``more than $250,000
aggregate principal amount of any securities of the same issuer''.
Subsec. (a)(9). Pub. L. 96-477, Sec. 302(b), substituted
``$10,000,000, or such lesser amount as the Commission may establish by
its rules and regulations'' for ``$1,000,000 or less'', ``more than
$10,000,000'' for ``more than $1,000,000'', and inserted ``, or such
lesser amount as the Commission may establish by its rules and
regulations'' after ``same issuer''.
1970--Subsec. (a)(4). Pub. L. 91-567 designated existing provisions
as cl. (A) and added cl. (B).
1966--Subsec. (a)(10). Pub. L. 89-754 added par. (10).
1960--Subsec. (c). Pub. L. 86-760 inserted ``or on January 1, 1959,
such securities were outstanding''.
1958--Subsec. (e). Pub. L. 85-699 added subsec. (e).
1954--Subsec. (b). Act Aug. 10, 1954, struck out ``as heretofore
amended,''.
Effective Date of 1970 Amendment
Amendment by Pub. L. 91-567 applicable with respect to securities
sold after Jan. 1, 1970, see section 6(d) of Pub. L. 91-567, set out as
a note under section 77c of this title.
Effective Date of 1954 Amendment
Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
1954, see note under section 77b of this title.
Transfer of Functions
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg. Plan
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in sections 77eee, 77fff, 77ggg of this
title; title 12 section 2290.
