15 U.S.C. § 77ddd

Exempted securities and transactions

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(a) Specific securities exemptedThe 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having substantially different rights and privileges, or a temporary certificate for any such certificate;(3) Repealed.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, § 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. § 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(a) of such Act [15 U.S.C. 77b(a)].

(c) Securities issued or proposed to be issued under indentureThe 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, § 304, as added Aug. 3, 1939, ch. 411, 53 Stat. 1153; amended Aug. 10, 1954, ch. 667, title III, § 302, 68 Stat. 687; Pub. L. 85–699, title III, § 307(b), Aug. 21, 1958, 72 Stat. 694; Pub. L. 86–760, Sept. 13, 1960, 74 Stat. 902; Pub. L. 89–754, title V, § 504(b), Nov. 3, 1966, 80 Stat. 1278; Pub. L. 91–567, § 6(c), Dec. 22, 1970, 84 Stat. 1499; Pub. L. 96–477, title III, § 302, Oct. 21, 1980, 94 Stat. 2291; Pub. L. 101–550, title IV, § 403, Nov. 15, 1990, 104 Stat. 2722; Pub. L. 104–290, title V, § 508(e), Oct. 11, 1996, 110 Stat. 3448; Pub. L. 105–353, title III, § 301(e)(2), Nov. 3, 1998, 112 Stat. 3237; Pub. L. 111–203, title IX, § 985(c)(1), July 21, 2010, 124 Stat. 1934.)Editorial NotesReferences 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, which is classified generally to subchapter I (§ 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, 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 section 1701 of Title 12 and Tables.

The Small Business Investment Act of 1958, referred to in subsec. (e), is Pub. L. 85–699, Aug. 21, 1958, 72 Stat. 689, 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 section 661 of this title and Tables.

Amendments

2010—Subsec. (b). Pub. L. 111–203 substituted “section 2(a) of such Act” for “section 2 of such Act”.

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, § 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, § 403(1)(B), struck out “, as heretofore amended,” after “1933”.

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

Statutory Notes and Related SubsidiariesEffective Date of 2010 Amendment

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

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.

Executive DocumentsTransfer 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, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

Notes of Decisions

Cited in 25 cases (1 in the last 5 years), 1966–2024 · leading case: Ret. Bd. of the Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 775 F.3d 154 (2d Cir. 2014).

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Ret. Bd. of the Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 775 F.3d 154 (2d Cir. 2014). · cites it 8× “” 15 U.S.C. § 77ddd(a)(2). The SEC’s position, in the court’s view, was “unsupported, contrary to the case law, and unpersuasive.”

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). · cites it 5× “15 U.S.C. § 77ddd(a). The TIA contains several exemptions to its applicability.”

Caplin v. Marine Midland Grace Trust Co. of New York, 406 U.S. 416 (1972). · cites it 2× “, 15 U. S. C. §§ 77ddd (c), (d), (e); 77eee (a), (c); 77ggg; 77sss; 77ttt; 77uuu.”

Fed. Sec. L. Rep. P 95,614 the Exch. Nat'l Bank of Chicago v. Touche Ross & Co., 544 F.2d 1126 (2d Cir. 1976). “15 U.S.C. § 77ddd(a). And § 3 of the Investment Company Act exempts, by declaring not to be an “investment company” (3) Any bank or insurance company; any savings and loan association .”

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 986 F. Supp. 2d 412 (S.D.N.Y. 2013). · cites it 3× “Law § 13-107 (2), closely parallels the language used in § 304(a), the exemption provision of the TIA, 15 U.S.C. § 77ddd(a). Section 304(a) of the TIA provides that [the TIA] shall not apply to any of the following securities: (1) any security other than (A) a note, bond,…”

Ret. Bd. of Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 914 F. Supp. 2d 422 (S.D.N.Y. 2012). · cites it 2× “See 15 U.S.C. § 77ddd (“The provisions of this title shall not apply to .”

Royal Park Investments SA/NV v. HSBC Bank USA, Nat'l Ass'n, 109 F. Supp. 3d 587 (S.D.N.Y. 2015). “2014) (quoting 15 U.S.C. § 77ddd(a)(2)). . See 15 U.S.C.”

Friedman v. Chesapeake & Ohio Ry. Co., 261 F. Supp. 728 (S.D.N.Y. 1966). · cites it 2× “§ 20a, 4 and áre expressly exempted from the provisions of the Trust Indenture Act, 15 U.S.C.A. § 77ddd(a). 5 Section 3(a) (6) of the Securities Act of 1933, 15 U.”

Policemen's Annuity & Benefit Fund v. Bank of Am., NA, 907 F. Supp. 2d 536 (S.D.N.Y. 2012). “” 15 U.S.C. § 77ddd(a)(l)(A)-(C). Defendants argue that the certificates are none of those instruments, but rather constitute ownership interests in the statutory Trusts themselves.”

Boatmen's First Nat'l Bank of Kansas City v. Kansas Pub. Employees Ret. Sys., 915 F. Supp. 131 (W.D. Mo. 1996). · cites it 2× “Furthermore, section 77ddd(a)(4)(A) of the TIA provides that: “[t]he provisions of this subehapter shall not apply to any of the following securities: _ (4)(A) any security exempted from the provisions of the Securities Act of 1933, by paragraphs (2) to (8), or (11) of…”

CIBC Bank & Trust Co. v. Banco Cent. Do Brasil, 886 F. Supp. 1105 (S.D.N.Y. 1995). “See 15 U.S.C. § 77ddd(a)(6). CIBC’s final source for its proposition that BdB’s share must be disregarded is the New York Business Corporation Law.”

Policemen's Annuity & Benefit Fund of Chicago v. Bank of Am., NA, 943 F. Supp. 2d 428 (S.D.N.Y. 2013). “” 15 U.S.C. § 77ddd(a)(2) (emphasis added).”

Show all 25 citing cases →

— 15 U.S.C. § 77ddd(a) — 5 cases

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 986 F. Supp. 2d 412 (S.D.N.Y. 2013). “Law § 13-107 (2), closely parallels the language used in § 304(a), the exemption provision of the TIA, 15 U.S.C. § 77ddd(a). Section 304(a) of the TIA provides that [the TIA] shall not apply to any of the following securities: (1) any security other than (A) a note, bond,…”

Friedman v. Chesapeake & Ohio Ry. Co., 261 F. Supp. 728 (S.D.N.Y. 1966). “§ 20a, 4 and áre expressly exempted from the provisions of the Trust Indenture Act, 15 U.S.C.A. § 77ddd(a). 5 Section 3(a) (6) of the Securities Act of 1933, 15 U.”

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “15 U.S.C. § 77ddd(a). The TIA contains several exemptions to its applicability.”

Envirodyne Indus., Inc. v. Connecticut Mut. Life Co. (In Re Envirodyne Indus., Inc.), 174 B.R. 986 (Bankr. N.D. Ill. 1994).

— 15 U.S.C. § 77ddd(a)(1) — 2 cases

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “15 U.S.C. § 77ddd(a). The TIA contains several exemptions to its applicability.”

Ret. Bd. v. BNYM (2d Cir. 2014).

— 15 U.S.C. § 77ddd(a)(2) — 10 cases

Ret. Bd. of the Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 775 F.3d 154 (2d Cir. 2014). “” 15 U.S.C. § 77ddd(a)(2). The SEC’s position, in the court’s view, was “unsupported, contrary to the case law, and unpersuasive.”

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “15 U.S.C. § 77ddd(a). The TIA contains several exemptions to its applicability.”

Royal Park Investments SA/NV v. HSBC Bank USA, Nat'l Ass'n, 109 F. Supp. 3d 587 (S.D.N.Y. 2015). “2014) (quoting 15 U.S.C. § 77ddd(a)(2)). . See 15 U.S.C.”

Ret. Bd. of Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 914 F. Supp. 2d 422 (S.D.N.Y. 2012). “See 15 U.S.C. § 77ddd (“The provisions of this title shall not apply to .”

Policemen's Annuity & Benefit Fund of Chicago v. Bank of Am., NA, 943 F. Supp. 2d 428 (S.D.N.Y. 2013). “” 15 U.S.C. § 77ddd(a)(2) (emphasis added).”

— 15 U.S.C. § 77ddd(a)(4)(A) — 4 cases

Boatmen's First Nat'l Bank of Kansas City v. Kansas Pub. Employees Ret. Sys., 915 F. Supp. 131 (W.D. Mo. 1996). “Furthermore, section 77ddd(a)(4)(A) of the TIA provides that: “[t]he provisions of this subehapter shall not apply to any of the following securities: _ (4)(A) any security exempted from the provisions of the Securities Act of 1933, by paragraphs (2) to (8), or (11) of…”

Dau v. Fed. Land Bank of Omaha, 627 F. Supp. 346 (N.D. Iowa 1985).

Vernon Johnson Fam. Ltd. P'ship v. Bank One Texas, N.A., 80 F. Supp. 2d 1127 (W.D. Wash. 2000).

Dau v. Storm Lake Prod. Credit Ass'n, 626 F. Supp. 862 (N.D. Iowa 1985).

— 15 U.S.C. § 77ddd(a)(6) — 1 case

— 15 U.S.C. § 77ddd(a)(l) — 1 case

— 15 U.S.C. § 77ddd(a)(l)(A) — 1 case

— 15 U.S.C. § 77ddd(a)(l)(B) — 1 case

— 15 U.S.C. § 77ddd(b) — 1 case

Chatham Capital Holdings, Inc. v. Conru, 92 F.4th 107 (2d Cir. 2024).

— 15 U.S.C. § 77ddd(c) — 2 cases

Zeffiro v. First Pennsylvania Banking & Trust Co., 473 F. Supp. 201 (E.D. Pa. 1979).

Zeffiro v. First Pennsylvania Banking & Trust Co., 623 F.2d 290 (3rd Cir. 1980).

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