---
kind: "section"
citation: "15 U.S.C. § 77ddd"
title: "15"
title_heading: "Commerce and Trade"
number: "77ddd"
heading: "Exempted securities and transactions"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77ddd"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter III — Trust Indentures"
---

# §77ddd. Exempted securities and transactions

- (a) **Specific securities exempted—** The provisions of this subchapter shall not apply to any of the following [securities](/usc/15/77b.md?p=a-1):
  - (1) any [security](/usc/15/77b.md?p=a-1) 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](/usc/15/77b.md?p=a-1) 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  - (3) Repealed.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](/usc/15/77b.md?p=a-1) exempted from the provisions of the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] by paragraphs [(2)](/usc/15/3.md) to [(8)](/usc/15/3.md), [(11)](/usc/15/3.md), or [(13)](/usc/15/3.md) of section 3(a) thereof [[15 U.S.C. 77c(a)](/usc/15/77c.md?p=a)];
    - (B) any [security](/usc/15/77b.md?p=a-1) exempted from the provisions of the [Securities Act of 1933](/usc/15/77ccc.md?p=17), as amended [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], by [paragraph (2)](#a-2) of subsection 3(a) thereof, as amended by section 401 of the Employment [Security](/usc/15/77b.md?p=a-1) Amendments of 1970 [[15 U.S.C. 77c(a)(2)](/usc/15/77c.md?p=a-2)];
  - (5) any [security](/usc/15/77b.md?p=a-1) issued under a mortgage [indenture](/usc/15/77ccc.md?p=7) as to which a contract of insurance under the National Housing Act [[12 U.S.C. 1701](/usc/12/1701.md) et seq.] is in effect; and any such [security](/usc/15/77b.md?p=a-1) shall be deemed to be exempt from the provisions of the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] to the same extent as though such [security](/usc/15/77b.md?p=a-1) were specifically enumerated in [section 3(a)(2)](/usc/15/3.md) of such Act [[15 U.S.C. § 77c(a)(2)](/usc/15/77c.md?p=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](/usc/15/77b.md?p=a-1) which is exempted by this subsection;
  - (8) any [security](/usc/15/77b.md?p=a-1) which has been or is to be issued otherwise than under an [indenture](/usc/15/77ccc.md?p=7), but this exemption shall not be applied within a period of twelve consecutive months to an aggregate principal amount of [securities](/usc/15/77b.md?p=a-1) of the same [issuer](/usc/15/77b.md?p=a-4) greater than the figure stated in section 3(b) of the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77c(b)](/usc/15/77c.md?p=b)] limiting exemptions thereunder, or such lesser amount as the [Commission](/usc/15/77ccc.md?p=15) may establish by its rules and regulations;
  - (9) any [security](/usc/15/77b.md?p=a-1) which has been or is to be issued under an [indenture](/usc/15/77ccc.md?p=7) which limits the aggregate principal amount of [securities](/usc/15/77b.md?p=a-1) at any time outstanding thereunder to $10,000,000, or such lesser amount as the [Commission](/usc/15/77ccc.md?p=15) 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](/usc/15/77b.md?p=a-1) of the same [issuer](/usc/15/77b.md?p=a-4), or such lesser amount as the [Commission](/usc/15/77ccc.md?p=15) may establish by its rules and regulations; or
  - (10) any [security](/usc/15/77b.md?p=a-1) issued under a mortgage or [trust](/usc/15/77b.md?p=a-2) deed [indenture](/usc/15/77ccc.md?p=7) as to which a contract of insurance under title XI of the National Housing Act [[12 U.S.C. 1749aaa](/usc/12/1749aaa.md) et seq.] is in effect; and any such [security](/usc/15/77b.md?p=a-1) shall be deemed to be exempt from the provisions of the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77a](/usc/15/77a.md) et seq.] to the same extent as though such [security](/usc/15/77b.md?p=a-1) were specifically enumerated in [section 3(a)(2)](/usc/15/3.md), as amended, of the [Securities Act of 1933](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77c(a)(2)](/usc/15/77c.md?p=a-2)].

  In computing the aggregate principal amount of [securities](/usc/15/77b.md?p=a-1) to which the exemptions provided by paragraphs (8) and (9) of this subsection may be applied, [securities](/usc/15/77b.md?p=a-1) to which the provisions of sections [77eee](/usc/15/77eee.md) and [77fff](/usc/15/77fff.md) 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](/usc/15/77eee.md) and [77fff](/usc/15/77fff.md) 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](/usc/15/77ccc.md?p=17) [[15 U.S.C. 77e](/usc/15/77e.md)] by [section 4](/usc/15/4.md) thereof [[15 U.S.C. 77d](/usc/15/77d.md)] or (2) to any transaction which would be so exempted but for the last sentence of [paragraph (11)](/usc/15/2.md) of section 2(a) of such Act [[15 U.S.C. 77b(a)](/usc/15/77b.md?p=a)].
- (c) **Securities issued or proposed to be issued under indenture—** The [Commission](/usc/15/77ccc.md?p=15) shall, on [application](/usc/15/77ccc.md?p=8) by the [issuer](/usc/15/77b.md?p=a-4) and after opportunity for hearing thereon, by order exempt from any one or more provisions of this subchapter any [security](/usc/15/77b.md?p=a-1) issued or proposed to be issued under any [indenture](/usc/15/77ccc.md?p=7) under which, at the time such [application](/usc/15/77ccc.md?p=8) is filed, [securities](/usc/15/77b.md?p=a-1) referred to in [paragraph (3)](#a-3) of subsection (a) of this section are outstanding or on January 1, 1959, such [securities](/usc/15/77b.md?p=a-1) were outstanding, if and to the extent that the [Commission](/usc/15/77ccc.md?p=15) finds that compliance with such provision or provisions, through the execution of a supplemental [indenture](/usc/15/77ccc.md?p=7) or otherwise—
  - (1) would require, by reason of the provisions of such [indenture](/usc/15/77ccc.md?p=7), or the provisions of any other [indenture](/usc/15/77ccc.md?p=7) or [agreement](/usc/15/7a.md?p=2) made prior to August 3, 1939, or the provisions of any applicable law, the consent of the holders of [securities](/usc/15/77b.md?p=a-1) outstanding under any such [indenture](/usc/15/77ccc.md?p=7) or [agreement](/usc/15/7a.md?p=2); or
  - (2) would impose an undue burden on this [issuer](/usc/15/77b.md?p=a-4), having due regard to the public interest and the interests of investors.
- (d) **Exemptions in public interest—** The [Commission](/usc/15/77ccc.md?p=15) may, by rules or regulations upon its own motion, or by order on [application](/usc/15/77ccc.md?p=8) by an interested [person](/usc/15/77b.md?p=a-2), exempt conditionally or unconditionally any [person](/usc/15/77b.md?p=a-2), [registration statement](/usc/15/77b.md?p=a-8), [indenture](/usc/15/77ccc.md?p=7), [security](/usc/15/77b.md?p=a-1) or transaction, or any class or classes of [persons](/usc/15/77b.md?p=a-2), [registration statements](/usc/15/77b.md?p=a-8), [indentures](/usc/15/77ccc.md?p=7), [securities](/usc/15/77b.md?p=a-1), 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](/usc/15/77ccc.md?p=15) 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](/usc/15/77ccc.md?p=8) for an order of exemption under this subsection.
- (e) **Securities issued by small investment company—** The [Commission](/usc/15/77ccc.md?p=15) 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](/usc/15/77b.md?p=a-1) exempted as provided in this section any class of [securities](/usc/15/77b.md?p=a-1) issued by a small business investment company under the Small Business Investment Act of 1958 [[15 U.S.C. 661](/usc/15/661.md) et seq.] if it finds, having regard to the purposes of that Act, that the enforcement of this subchapter with respect to such [securities](/usc/15/77b.md?p=a-1) is not necessary in the public interest and for the protection of investors.

## Source credit

(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.)

## Notes

### Editorial Notes

### 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, 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 Subsidiaries

### Effective 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 Documents

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