§ 80a-24. — Registration of securities under Securities Act of 1933.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC80a-24]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
Sec. 80a-24. Registration of securities under Securities Act of
1933
(a) Registration statement; contents
In registering under the Securities Act of 1933 [15 U.S.C. 77a 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 [15 U.S.C.
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 subchapter, and of such reports filed by such
company pursuant to section 80a-29 of this title 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
In addition to the powers relative to prospectuses granted the
Commission by section 10 of the Securities Act of 1933 [15 U.S.C. 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 [15 U.S.C. 77a 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
The exemption provided by paragraph (8) of section 3(a) of the
Securities Act of 1933 [15 U.S.C. 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 U.S.C. 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 U.S.C. 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 U.S.C. 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.
(e) 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 U.S.C. 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 U.S.C. 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 U.S.C. 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 U.S.C. 77j]
unless filed as part of an amendment to the registration statement under
said Act [15 U.S.C. 77a et seq.] and such amendment has become
effective.
(f) 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 U.S.C. 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 U.S.C. 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--
(A) the aggregate redemption or repurchase price of the
securities of the company or trust during that year; and
(B) 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 October 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. 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
In addition to any prospectus permitted or required by section 10(a)
of the Securities Act of 1933 [15 U.S.C. 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 U.S.C.
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, shall be deemed to be permitted by section
10(b) of that Act [15 U.S.C. 77j(b)].
(Aug. 22, 1940, ch. 686, title I, Sec. 24, 54 Stat. 825; Aug. 10, 1954,
ch. 667, title IV, Secs. 402, 403, 68 Stat. 689; Pub. L. 91-547,
Sec. 13, Dec. 14, 1970, 84 Stat. 1423; Pub. L. 100-181, title VI,
Sec. 617, Dec. 4, 1987, 101 Stat. 1262; Pub. L. 104-290, title II,
Secs. 203(a), (b), 204, Oct. 11, 1996, 110 Stat. 3427, 3428.)
References in Text
The Securities Act of 1933, referred to in subsecs. (a), (c), and
(e), 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
chapter 2A of this title. For complete classification of this Act to the
Code, see section 77a of this title and Tables.
For the effective date of this subchapter, referred to in subsec.
(c), see section 80a-52 of this title.
Amendments
1996--Subsec. (e). Pub. L. 104-290, Sec. 203(a), 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.''
Subsec. (f). Pub. L. 104-290, Sec. 203(b), 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.''
Subsec. (g). Pub. L. 104-290, Sec. 204, added subsec. (g).
1987--Subsec. (d). Pub. L. 100-181 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.
1970--Subsec. (d). Pub. L. 91-547, Sec. 13(a), 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''.
Subsec. (f). Pub. L. 91-547, Sec. 13(b), added subsec. (f).
1954--Subsec. (d). Act Aug. 10, 1954, Sec. 402, inserted provision
making dealer's exemption contained in third clause of section 77d(1) of
this title inapplicable to transactions in the securities of investment
companies that are offered to the public on a continuous basis, subject
to certain exceptions.
Subsec. (e). Act Aug. 10, 1954, Sec. 403, added subsec. (e).
Effective Date of 1996 Amendment
Section 203(c) of Pub. L. 104-290 provided that: ``The amendments
made by this section [amending this section] shall become effective on
the earlier of--
``(1) 1 year after the date of enactment of this Act [Oct. 11,
1996]; 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.''
Effective Date of 1970 Amendment
Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section 30
of Pub. L. 91-547, set out as a note under section 80a-52 of this title.
Effective Date of 1954 Amendment
Amendment by act Aug. 10, 1954, effective sixty 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.
Section Referred to in Other Sections
This section is referred to in section 80a-6 of this title.
