§ 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
  • (1) A registration statement under the Securities Act of 1933 (15 U.S.C. 77a et seq.) 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 (15 U.S.C. 77f(b)), 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 (15 U.S.C. 77a et seq.) 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.
  • (3) 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 pursuant to this subsection or otherwise 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) Effective date of registration statements in cases of securities sold in excess of securities included in effective registration statement 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.