15 U.S.C. § 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)

Pub. L. 101–550, title IV, § 403(1)(A)Nov. 15, 1990104 Stat. 2722 Repealed. , , .

(4)

(A)

15 U.S.C. 77a 15 U.S.C. 77c(a) any security exempted from the provisions of the Securities Act of 1933 [ et seq.] by paragraphs (2) to (8), (11), or (13) of section 3(a) thereof [];

(B)

15 U.S.C. 77a 15 U.S.C. 77c(a)(2) any security exempted from the provisions of the Securities Act of 1933, as amended [ et seq.], by paragraph (2) of subsection 3(a) thereof, as amended by section 401 of the Employment Security Amendments of 1970 [];

(5)

12 U.S.C. 1701 15 U.S.C. 77a any security issued under a mortgage indenture as to which a contract of insurance under the National Housing Act [ et seq.] is in effect; and any such security shall be deemed to be exempt from the provisions of the Securities Act of 1933 [ 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. § 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)

15 U.S.C. 77c(b) 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 [] 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)

12 U.S.C. 1749aaa 15 U.S.C. 77a 15 U.S.C. 77c(a)(2) 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 [ et seq.] is in effect; and any such security shall be deemed to be exempt from the provisions of the Securities Act of 1933 [ 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 [].

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

15 U.S.C. 77e 15 U.S.C. 77d 15 U.S.C. 77b(a)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 [] by section 4 thereof [] or (2) to any transaction which would be so exempted but for the last sentence of paragraph (11) of section 2(a) of such Act [].

(c)

Securities issued or proposed to be issued under indenture

January 1, 1959The 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 , 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)

August 3, 1939 would require, by reason of the provisions of such indenture, or the provisions of any other indenture or agreement made prior to , 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

15 U.S.C. 661The 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 [ 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 Aug. 3, 1939, ch. 411 53 Stat. 1153 Aug. 10, 1954, ch. 667 68 Stat. 687 Pub. L. 85–699, title III, § 307(b)Aug. 21, 195872 Stat. 694 Pub. L. 86–760Sept. 13, 196074 Stat. 902 Pub. L. 89–754, title V, § 504(b)Nov. 3, 196680 Stat. 1278 Pub. L. 91–567, § 6(c)Dec. 22, 197084 Stat. 1499 Pub. L. 96–477, title III, § 302Oct. 21, 198094 Stat. 2291 Pub. L. 101–550, title IV, § 403Nov. 15, 1990104 Stat. 2722 Pub. L. 104–290, title V, § 508(e)Oct. 11, 1996110 Stat. 3448 Pub. L. 105–353, title III, § 301(e)(2)Nov. 3, 1998112 Stat. 3237 Pub. L. 111–203, title IX, § 985(c)(1)July 21, 2010124 Stat. 1934(, title III, § 304, as added , ; amended , title III, § 302, ; , , ; , , ; , , ; , , ; , , ; , , ; , , ; , , ; , , .)

Editorial Notes

References in Text

act May 27, 1933, ch. 38, title I 48 Stat. 74 section 77a of this titleThe Securities Act of 1933, referred to in subsec. (a)(4), (5), and (10), is , , which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see and Tables.

act June 27, 1934, ch. 847 48 Stat. 1246 section 1701 of Title 12The National Housing Act, referred to in subsec. (a)(5), is , , which is classified generally to chapter 13 (§ 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 (§ 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 and Tables.

Pub. L. 85–699Aug. 21, 195872 Stat. 689 section 661 of this titleThe Small Business Investment Act of 1958, referred to in subsec. (e), is , , , which is classified principally to chapter 14B (§ 661 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under and Tables.

Amendments

Pub. L. 111–2032010—Subsec. (b). substituted “section 2(a) of such Act” for “section 2 of such Act”.

Pub. L. 105–3531998—Subsec. (a)(4)(A). substituted “(13) of section” for “(14) of subsection”.

Pub. L. 104–2901996—Subsec. (a)(4)(A). substituted “(11), or (14)” for “or (11)”.

Pub. L. 101–550, § 403(1)(A)August 3, 19391990—Subsec. (a)(3). , struck out par. (3) which read as follows: “any security which, prior to or within six months after , 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;”.

Pub. L. 101–550, § 403(1)(B)Subsec. (a)(4)(A). , struck out “, as heretofore amended,” after “1933”.

Pub. L. 101–550, § 403(2)Subsec. (d). , 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.”

Pub. L. 96–477, § 302(a)1980—Subsec. (a)(8). , 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”.

Pub. L. 96–477, § 302(b)Subsec. (a)(9). , 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”.

Pub. L. 91–5671970—Subsec. (a)(4). designated existing provisions as cl. (A) and added cl. (B).

Pub. L. 89–7541966—Subsec. (a)(10). added par. (10).

Pub. L. 86–760January 1, 19591960—Subsec. (c). inserted “or on , such securities were outstanding”.

Pub. L. 85–6991958—Subsec. (e). added subsec. (e).

Aug. 10, 19541954—Subsec. (b). Act , struck out “as heretofore amended,”.

Statutory Notes and Related Subsidiaries

Effective Date of 2010 Amendment

Pub. L. 111–203July 21, 2010section 4 of Pub. L. 111–203 section 5301 of Title 12Amendment by effective 1 day after , except as otherwise provided, see , set out as an Effective Date note under , Banks and Banking.

Effective Date of 1970 Amendment

Pub. L. 91–567Jan. 1, 1970section 6(d) of Pub. L. 91–567 section 77c of this titleAmendment by applicable with respect to securities sold after , see , set out as a note under .

Effective Date of 1954 Amendment

Aug. 10, 1954Aug. 10, 1954section 77b of this titleAmendment by act , effective 60 days after , see note under .

Executive Documents

Transfer of Functions

May 24, 195064 Stat. 1265 section 78d of this titleFor transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. , 15 F.R. 3175, , set out under .