15 U.S.C. § 80a–24 | Registration of securities under Securities Act of 1933

(a)

Registration statement; contents

15 U.S.C. 77a 15 U.S.C. 77aaIn registering under the Securities Act of 1933 [ et seq.], any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act [], may file a registration statement containing the following information and documents:

(1)

section 80a–29 of this title such copies of the registration statement filed by such company under this subchapter, and of such reports filed by such company pursuant to or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and

(2)

such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors.

(b)

Filing of three copies of advertisement, pamphlet, etc. in connection with public offering; time of filing

It shall be unlawful for any of the following companies, or for any underwriter for such a company, in connection with a public offering of any security of which such company is the issuer, to make use of the mails or any means or instrumentalities of interstate commerce, to transmit any advertisement, pamphlet, circular, form letter, or other sales literature addressed to or intended for distribution to prospective investors unless three copies of the full text thereof have been filed with the Commission or are filed with the Commission within ten days thereafter:

(1)

any registered open-end company;

(2)

any registered unit investment trust; or

(3)

any registered face-amount certificate company.

(c)

Additional requirement for prospectuses relating to periodic payment plan certificates or face-amount certificate

15 U.S.C. 77j 15 U.S.C. 77aIn addition to the powers relative to prospectuses granted the Commission by section 10 of the Securities Act of 1933 [], the Commission is authorized to require, by rules and regulations or order, that the information contained in any prospectus relating to any periodic payment plan certificate or face-amount certificate registered under the Securities Act of 1933 [ et seq.], on or after the effective date of this subchapter be presented in such form and order of items, and such prospectus contain such summaries of any portion of such information, as are necessary or appropriate in the public interest or for the protection of investors.

(d)

Application of other provisions to securities of investment companies, face-amount certificate companies, and open-end companies or unit investment trust

15 U.S.C. 77c(a)(8)15 U.S.C. 77c(a)(11)1

1 See References in Text note below.

15 U.S.C. 77d(a)(3)15 U.S.C. 77eThe exemption provided by paragraph (8) of section 3(a) of the Securities Act of 1933 [] shall not apply to any security of which an investment company is the issuer. The exemption provided by paragraph (11) of said section 3(a) [] shall not apply to any security of which a registered investment company is the issuer. The exemption provided by section 4(3)  of the Securities Act of 1933 [] shall not apply to any transaction in a security issued by a face-amount certificate company or in a redeemable security issued by an open-end management company or unit investment trust if any other security of the same class is currently being offered or sold by the issuer or by or through an underwriter in a distribution which is not exempted from section 5 of said Act [], except to such extent and subject to such terms and conditions as the Commission, having due regard for the public interest and the protection of investors, may prescribe by rules or regulations with respect to any class of persons, securities, or transactions.

(e)

Amendment of registration statements relating to securities issued by face-amount certificate companies, open-end management companies or unit investment trusts

15 U.S.C. 77k 15 U.S.C. 77m 15 U.S.C. 77j(a)(3)15 U.S.C. 77j 15 U.S.C. 77aFor the purposes of section 11 of the Securities Act of 1933, as amended [] the effective date of the latest amendment filed shall be deemed the effective date of the registration statement with respect to securities sold after such amendment shall have become effective. For the purposes of section 13 of the Securities Act of 1933, as amended [], no such security shall be deemed to have been bona fide offered to the public prior to the effective date of the latest amendment filed pursuant to this subsection. Except to the extent the Commission otherwise provides by rules or regulations as appropriate in the public interest or for the protection of investors, no prospectus relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust which varies for the purposes of subsection (a)(3) of section 10 of the Securities Act of 1933 [] from the latest prospectus filed as a part of the registration statement shall be deemed to meet the requirements of said section 10 [] unless filed as part of an amendment to the registration statement under said Act [ et seq.] and such amendment has become effective.

(f)

Registration of indefinite amount of securities

(1)

Registration of securities

15 U.S.C. 77hUpon the effective date of its registration statement, as provided by section 8 of the Securities Act of 1933 [], a face-amount certificate company, open-end management company, or unit investment trust, shall be deemed to have registered an indefinite amount of securities.

(2)

Payment of registration fees

15 U.S.C. 77f(b)Not later than 90 days after the end of the fiscal year of a company or trust referred to in paragraph (1), the company or trust, as applicable, shall pay a registration fee to the Commission, calculated in the manner specified in section 6(b) of the Securities Act of 1933 [], based on the aggregate sales price for which its securities (including, for purposes of this paragraph, all securities issued pursuant to a dividend reinvestment plan) were sold pursuant to a registration of an indefinite amount of securities under this subsection during the previous fiscal year of the company or trust, reduced by—

(A)

the aggregate redemption or repurchase price of the securities of the company or trust during that year; and

(B)

October 11, 1996 the aggregate redemption or repurchase price of the securities of the company or trust during any prior fiscal year ending not more than 1 year before , that were not used previously by the company or trust to reduce fees payable under this section.

(3)

Interest due on late payment

section 3717(a) of title 31A company or trust paying the fee required by this subsection or any portion thereof more than 90 days after the end of the fiscal year of the company or trust shall pay to the Commission interest on unpaid amounts, at the average investment rate for Treasury tax and loan accounts published by the Secretary of the Treasury pursuant to . The payment of interest pursuant to this paragraph shall not preclude the Commission from bringing an action to enforce the requirements of paragraph (2).

(4)

Rulemaking authority

The Commission may adopt rules and regulations to implement this subsection.

(g)

Additional prospectuses

15 U.S.C. 77j(a)15 U.S.C. 77e(b)(1)15 U.S.C. 77j(b)In addition to any prospectus permitted or required by section 10(a) of the Securities Act of 1933 [], the Commission shall permit, by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors, the use of a prospectus for purposes of section 5(b)(1) of that Act [] with respect to securities issued by a registered investment company. Such a prospectus, which may include information the substance of which is not included in the prospectus specified in section 10(a) of the Securities Act of 1933, shall be deemed to be permitted by section 10(b) of that Act [].

Aug. 22, 1940, ch. 686 54 Stat. 825 Aug. 10, 1954, ch. 667 68 Stat. 689 Pub. L. 91–547, § 13Dec. 14, 197084 Stat. 1423 Pub. L. 100–181, title VI, § 617Dec. 4, 1987101 Stat. 1262 Pub. L. 104–290, title IIOct. 11, 1996110 Stat. 3427(, title I, § 24, ; , title IV, §§ 402, 403, ; , , ; , , ; , §§ 203(a), (b), 204, , , 3428.)

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 subsecs. (a), (c), and (e), is , , which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see and Tables.

section 80a–52 of this titleFor the effective date of this subchapter, referred to in subsec. (c), see .

Pub. L. 112–106, title II, § 201(b)(1)Apr. 5, 2012126 Stat. 314 section 77d(a)(3) of this titleSection 4(3) of the Securities Act of 1933, referred to in subsec. (d), was redesignated section 4(a)(3) of that Act by , (c)(1), , , and is classified to .

Amendments

Pub. L. 104–290, § 203(a)1996—Subsec. (e). , substituted “For” for “(3) For”, struck out “pursuant to this subsection or otherwise” before “shall be deemed the effective date of the registration statement”, and struck out pars. (1) and (2) which read as follows:

“(1) A registration statement under the Securities Act of 1933 relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust may be amended after its effective date so as to increase the securities specified therein as proposed to be offered. At the time of filing such amendment there shall be paid to the Commission a fee, calculated in the manner specified in section 6(b) of said Act, with respect to the additional securities therein proposed to be offered.

“(2) The filing of such an amendment to a registration statement under the Securities Act of 1933 shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under paragraph (1) of this subsection.”

Pub. L. 104–290, § 203(b)Subsec. (f). , inserted heading and amended text generally. Prior to amendment, text read as follows: “In the case of securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust, which are sold in an amount in excess of the number of securities included in an effective registration statement of any such company, such company may, in accordance with such rules and regulations as the Commission shall adopt as it deems necessary or appropriate in the public interest or for the protection of investors, elect to have the registration of such securities deemed effective as of the time of their sale, upon payment to the Commission, within six months after any such sale, of a registration fee of three times the amount of the fee which would have otherwise been applicable to such securities. Upon any such election and payment, the registration statement of such company shall be considered to have been in effect with respect to such shares. The Commission may also adopt rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors to permit the registration of an indefinite number of the securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust.”

Pub. L. 104–290, § 204Subsec. (g). , added subsec. (g).

Pub. L. 100–1811987—Subsec. (d). struck out “, except a security sold or disposed of by the issuer or bona fide offered to the public prior to the effective date of this subchapter and with respect to a security so sold, disposed of, or offered, shall not apply to any new offering thereof on or after the effective date of this subchapter” at end of second sentence.

Pub. L. 91–547, § 13(a)1970—Subsec. (d). , substituted “section 4(3) of the Securities Act of 1933” for “the third clause of section 4(1) of the Securities Act of 1933” and struck out the comma before “if any”.

Pub. L. 91–547, § 13(b)Subsec. (f). , added subsec. (f).

Aug. 10, 1954section 77d(1) of this title1954—Subsec. (d). Act , § 402, inserted provision making dealer’s exemption contained in third clause of inapplicable to transactions in the securities of investment companies that are offered to the public on a continuous basis, subject to certain exceptions.

Aug. 10, 1954Subsec. (e). Act , § 403, added subsec. (e).

Statutory Notes and Related Subsidiaries

Effective Date of 1996 Amendment

Pub. L. 104–290, title II, § 203(c)Oct. 11, 1996110 Stat. 3428

“The amendments made by this section [amending this section] shall become effective on the earlier of—

“(1)

Oct. 11, 1996 1 year after the date of enactment of this Act []; or

“(2)

the effective date of final rules or regulations issued in accordance with section 24(f) of the Investment Company Act of 1940 [subsec. (f) of this section], as amended by this section.”

, , , provided that:

Effective Date of 1970 Amendment

Pub. L. 91–547Dec. 14, 1970section 30 of Pub. L. 91–547 section 80a–52 of this titleAmendment by effective , see , set out as a note under .

Effective Date of 1954 Amendment

Aug. 10, 1954Aug. 10, 1954section 77b of this titleAmendment by act , effective sixty 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 .