Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Section 24 -- Registration of Securities Under Securities Act of 1933

---

1. Registration statement; contents. In registering under the Securities Act of 1933 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 [15 USCS § 77aa], may file a registration statement containing the following information and documents:
   
   
   1. such copies of the registration statement filed by such company under this title and of such reports filed by such company pursuant to section 30 [15 USCS § 80a-29] 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.
      
      
2. 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.
      
      
3. Additional requirement for prospectuses relating to periodic payment plan certificates or face-amount certificate. In addition to the powers relative to prospectuses granted the Commission by section 10 of the Securities Act of 1933 [15 USCS § 77j], 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 on or after the effective date of this title 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.
   
   
4. Application of other provisions to securities of investment companies, face-amount certificate companies, and open-end companies or unit investment trust. The exemption provided by paragraph (8) of section 3(a) of the Securities Act of 1933 [15 USCS § 77c(a)(8)] 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) [15 USCS § 77c(a)(11)] 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 [15 USCS § 77d(3)] 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 [15 USCS § 77e], 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.
   
   
5. Amendment of registration statements relating to securities issued by face-amount certificate companies, open-end management companies or unit investment trusts. For the purposes of section 11 of the Securities Act of 1933, as amended [15 USCS § 77k], 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 [15 USCS § 77m], 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 [15 USCS § 77j(a)(3)] from the latest prospectus filed as a part of the registration statement shall be deemed to meet the requirements of said section 10 [15 USCS § 77j] unless filed as part of an amendment to the registration statement under said Act and such amendment has become effective.
   
   
6. Registration of indefinite amount of securities.
   
   
   1. Registration of securities. Upon the effective date of its registration statement, as provided by section 8 of the Securities Act of 1933 [15 USCS § 77h], 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. 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 [15 USCS § 77f(b)], 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--
      
      
      1. the aggregate redemption or repurchase price of the securities of the company or trust during that year; and
         
         
      2. 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 the date of enactment of the Investment Company Act Amendments of 1996 [enacted Oct. 11, 1996], that were not used previously by the company or trust to reduce fees payable under this section.
         
         
   3. Interest due on late payment. A 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 section 3717(a) of title 31, United States Code. 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.
      
      
7. Additional prospectuses. In addition to any prospectus permitted or required by section 10(a) of the Securities Act of 1933 [15 USCS § 77j(a)], 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 [15 USCS § 77e(b)(1)] 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 [15 USCS § 77j(a)], shall be deemed to be permitted by section 10(b) of that Act [15 USCS § 77j(b)].
   
   

	Notice to Users: The Deskbook is made available with the understanding that the University of Cincinnati College of Law is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. See Terms and Conditions of Use.   © Copyright 1998-2008, University of Cincinnati, All Rights Reserved  Contact: joseph.hodnicki@uc.edu