CITE

    15 USC Sec. 77ddd                                           01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

HEAD

    Sec. 77ddd. Exempted securities and transactions

STATUTE

    (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        (3) Repealed.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].
    (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.

SOURCE

    (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.

FOOTNOTE

    (!1) See References in Text note below.