-CITE-
    15 USC CHAPTER 2A - SECURITIES AND TRUST INDENTURES         01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES

-HEAD-
               CHAPTER 2A - SECURITIES AND TRUST INDENTURES           


-MISC1-
                    SUBCHAPTER I - DOMESTIC SECURITIES                
    Sec.                                                     
    77a.        Short title.                                          
    77b.        Definitions; promotion of efficiency, competition, and
                 capital formation.                                   
    77b-1.      Swap agreements.                                      
    77c.        Classes of securities under this subchapter.          
    77d.        Exempted transactions.                                
    77e.        Prohibitions relating to interstate commerce and the
                 mails.                                               
    77f.        Registration of securities.                           
    77g.        Information required in registration statement.       
    77h.        Taking effect of registration statements and
                 amendments thereto.                                  
    77h-1.      Cease-and-desist proceedings.                         
    77i.        Court review of orders.                               
    77j.        Information required in prospectus.                   
    77k.        Civil liabilities on account of false registration
                 statement.                                           
    77l.        Civil liabilities arising in connection with
                 prospectuses and communications.                     
    77m.        Limitation of actions.                                
    77n.        Contrary stipulations void.                           
    77o.        Liability of controlling persons.                     
    77p.        Additional remedies; limitation on remedies.          
    77q.        Fraudulent interstate transactions.                   
    77r.        Exemption from State regulation of securities
                 offerings.                                           
    77r-1.      Preemption of State law.                              
    77s.        Special powers of Commission.                         
    77t.        Injunctions and prosecution of offenses.              
    77u.        Hearings by Commission.                               
    77v.        Jurisdiction of offenses and suits.                   
    77w.        Unlawful representations.                             
    77x.        Penalties.                                            
    77y.        Jurisdiction of other Government agencies over
                 securities.                                          
    77z.        Separability.                                         
    77z-1.      Private securities litigation.                        
    77z-2.      Application of safe harbor for forward-looking
                 statements.                                          
    77z-3.      General exemptive authority.                          
    77aa.       Schedule of information required in registration
                 statement.                                           

                    SUBCHAPTER II - FOREIGN SECURITIES                
    77bb.       "Corporation of Foreign Security Holders"; creation;
                 principal office; branch offices.                    
    77cc.       Directors of Corporation; appointment, term of office,
                 and removal.                                         
    77dd.       Powers and duties of Corporation, generally.          
    77ee.       Directors of Corporation, powers and duties generally.
    77ff.       Accounts and annual balance sheet of Corporation;
                 audits.                                              
    77gg.       Annual report by Corporation; printing and
                 distribution.                                        
    77hh.       Assessments by Corporation on holders of foreign
                 securities.                                          
    77ii.       Subscriptions accepted by Corporation as loans;
                 repayment.                                           
    77jj.       Loans to Corporation from Reconstruction Finance
                 Corporation authorized.                              
    77kk.       Representations by Corporation as acting for
                 Department of State or United States forbidden;
                 interference with foreign negotiations forbidden.    
    77ll.       Effective date of subchapter.                         
    77mm.       Short title.                                          

                     SUBCHAPTER III - TRUST INDENTURES                 
    77aaa.      Short title.                                          
    77bbb.      Necessity for regulation.                             
    77ccc.      Definitions.                                          
    77ddd.      Exempted securities and transactions.                 
    77eee.      Securities required to be registered under Securities
                 Act.                                                 
    77fff.      Securities not registered under Securities Act.       
    77ggg.      Qualification of indentures covering securities not
                 required to be registered.                           
    77hhh.      Integration of procedure with Securities Act and other
                 Acts.                                                
    77iii.      Effective time of qualification.                      
    77jjj.      Eligibility and disqualification of trustee.          
    77kkk.      Preferential collection of claims against obligor.    
    77lll.      Bondholders' lists.                                   
    77mmm.      Reports by indenture trustee.                         
    77nnn.      Reports by obligor; evidence of compliance with
                 indenture provisions.                                
    77ooo.      Duties and responsibility of the trustee.             
    77ppp.      Directions and waivers by bondholders; prohibition of
                 impairment of holder's right to payment; record date.
    77qqq.      Special powers of trustee; duties of paying agents.   
    77rrr.      Effect of prescribed indenture provisions.            
    77sss.      Rules, regulations, and orders.                       
    77ttt.      Hearings by Commission.                               
    77uuu.      Special powers of the Commission.                     
    77vvv.      Judicial review.                                      
    77www.      Liability for misleading statements.                  
    77xxx.      Unlawful representations.                             
    77yyy.      Penalties.                                            
    77zzz.      Effect on existing law.                               
    77aaaa.     Contrary stipulations void.                           
    77bbbb.     Separability.                                         

-End-


-CITE-
    15 USC SUBCHAPTER I - DOMESTIC SECURITIES                   01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
                    SUBCHAPTER I - DOMESTIC SECURITIES                

-End-



-CITE-
    15 USC Sec. 77a                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77a. Short title

-STATUTE-
      This subchapter may be cited as the "Securities Act of 1933".

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 1, 48 Stat. 74.)


-MISC1-
                       SHORT TITLE OF 1980 AMENDMENT                   
      Pub. L. 96-477, title VI, Sec. 601, Oct. 21, 1980, 94 Stat. 2294,
    provided that: "This title [amending sections 77b and 77d of this
    title] may be cited as the 'Small Business Issuers' Simplification
    Act of 1980'."

-End-



-CITE-
    15 USC Sec. 77b                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77b. Definitions; promotion of efficiency, competition, and
      capital formation

-STATUTE-
    (a) Definitions
      When used in this subchapter, unless the context otherwise
    requires - 
        (1) The term "security" means any note, stock, treasury stock,
      security future, bond, debenture, evidence of indebtedness,
      certificate of interest or participation in any profit-sharing
      agreement, collateral-trust certificate, preorganization
      certificate or subscription, transferable share, investment
      contract, voting-trust certificate, certificate of deposit for a
      security, fractional undivided interest in oil, gas, or other
      mineral rights, any put, call, straddle, option, or privilege on
      any security, certificate of deposit, or group or index of
      securities (including any interest therein or based on the value
      thereof), or any put, call, straddle, option, or privilege
      entered into on a national securities exchange relating to
      foreign currency, or, in general, any interest or instrument
      commonly known as a "security", or any certificate of interest or
      participation in, temporary or interim certificate for, receipt
      for, guarantee of, or warrant or right to subscribe to or
      purchase, any of the foregoing.
        (2) The term "person" means an individual, a corporation, a
      partnership, an association, a joint-stock company, a trust, any
      unincorporated organization, or a government or political
      subdivision thereof. As used in this paragraph the term "trust"
      shall include only a trust where the interest or interests of the
      beneficiary or beneficiaries are evidenced by a security.
        (3) The term "sale" or "sell" shall include every contract of
      sale or disposition of a security or interest in a security, for
      value. The term "offer to sell", "offer for sale", or "offer"
      shall include every attempt or offer to dispose of, or
      solicitation of an offer to buy, a security or interest in a
      security, for value. The terms defined in this paragraph and the
      term "offer to buy" as used in subsection (c) of section 77e of
      this title shall not include preliminary negotiations or
      agreements between an issuer (or any person directly or
      indirectly controlling or controlled by an issuer, or under
      direct or indirect common control with an issuer) and any
      underwriter or among underwriters who are or are to be in privity
      of contract with an issuer (or any person directly or indirectly
      controlling or controlled by an issuer, or under direct or
      indirect common control with an issuer). Any security given or
      delivered with, or as a bonus on account of, any purchase of
      securities or any other thing, shall be conclusively presumed to
      constitute a part of the subject of such purchase and to have
      been offered and sold for value. The issue or transfer of a right
      or privilege, when originally issued or transferred with a
      security, giving the holder of such security the right to convert
      such security into another security of the same issuer or of
      another person, or giving a right to subscribe to another
      security of the same issuer or of another person, which right
      cannot be exercised until some future date, shall not be deemed
      to be an offer or sale of such other security; but the issue or
      transfer of such other security upon the exercise of such right
      of conversion or subscription shall be deemed a sale of such
      other security. Any offer or sale of a security futures product
      by or on behalf of the issuer of the securities underlying the
      security futures product, an affiliate of the issuer, or an
      underwriter, shall constitute a contract for sale of, sale of,
      offer for sale, or offer to sell the underlying securities.
        (4) The term "issuer" means every person who issues or proposes
      to issue any security; except that with respect to certificates
      of deposit, voting-trust certificates, or collateral-trust
      certificates, or with respect to certificates of interest or
      shares in an unincorporated investment trust not having a board
      of directors (or persons performing similar functions) or of the
      fixed, restricted management, or unit type, the term "issuer"
      means the person or persons performing the acts and assuming the
      duties of depositor or manager pursuant to the provisions of the
      trust or other agreement or instrument under which such
      securities are issued; except that in the case of an
      unincorporated association which provides by its articles for
      limited liability of any or all of its members, or in the case of
      a trust, committee, or other legal entity, the trustees or
      members thereof shall not be individually liable as issuers of
      any security issued by the association, trust, committee, or
      other legal entity; except that with respect to equipment-trust
      certificates or like securities, the term "issuer" means the
      person by whom the equipment or property is or is to be used; and
      except that with respect to fractional undivided interests in
      oil, gas, or other mineral rights, the term "issuer" means the
      owner of any such right or of any interest in such right (whether
      whole or fractional) who creates fractional interests therein for
      the purpose of public offering.
        (5) The term "Commission" means the Securities and Exchange
      Commission.
        (6) The term "Territory" means Puerto Rico, the Virgin Islands,
      and the insular possessions of the United States.
        (7) The term "interstate commerce" means trade or commerce in
      securities or any transportation or communication relating
      thereto among the several States or between the District of
      Columbia or any Territory of the United States and any State or
      other Territory, or between any foreign country and any State,
      Territory, or the District of Columbia, or within the District of
      Columbia.
        (8) The term "registration statement" means the statement
      provided for in section 77f of this title, and includes any
      amendment thereto and any report, document, or memorandum filed
      as part of such statement or incorporated therein by reference.
        (9) The term "write" or "written" shall include printed,
      lithographed, or any means of graphic communication.
        (10) The term "prospectus" means any prospectus, notice,
      circular, advertisement, letter, or communication, written or by
      radio or television, which offers any security for sale or
      confirms the sale of any security; except that (a) a
      communication sent or given after the effective date of the
      registration statement (other than a prospectus permitted under
      subsection (b) of section 77j of this title) shall not be deemed
      a prospectus if it is proved that prior to or at the same time
      with such communication a written prospectus meeting the
      requirements of subsection (a) of section 77j of this title at
      the time of (!1) such communication was sent or given to the
      person to whom the communication was made, and (b) a notice,
      circular, advertisement, letter, or communication in respect of a
      security shall not be deemed to be a prospectus if it states from
      whom a written prospectus meeting the requirements of section 77j
      of this title may be obtained and, in addition, does no more than
      identify the security, state the price thereof, state by whom
      orders will be executed, and contain such other information as
      the Commission, by rules or regulations deemed necessary or
      appropriate in the public interest and for the protection of
      investors, and subject to such terms and conditions as may be
      prescribed therein, may permit.

        (11) The term "underwriter" means any person who has purchased
      from an issuer with a view to, or offers or sells for an issuer
      in connection with, the distribution of any security, or
      participates or has a direct or indirect participation in any
      such undertaking, or participates or has a participation in the
      direct or indirect underwriting of any such undertaking; but such
      term shall not include a person whose interest is limited to a
      commission from an underwriter or dealer not in excess of the
      usual and customary distributors' or sellers' commission. As used
      in this paragraph the term "issuer" shall include, in addition to
      an issuer, any person directly or indirectly controlling or
      controlled by the issuer, or any person under direct or indirect
      common control with the issuer.
        (12) The term "dealer" means any person who engages either for
      all or part of his time, directly or indirectly, as agent,
      broker, or principal, in the business of offering, buying,
      selling, or otherwise dealing or trading in securities issued by
      another person.
        (13) The term "insurance company" means a company which is
      organized as an insurance company, whose primary and predominant
      business activity is the writing of insurance or the reinsuring
      of risks underwritten by insurance companies, and which is
      subject to supervision by the insurance commissioner, or a
      similar official or agency, of a State or territory or the
      District of Columbia; or any receiver or similar official or any
      liquidating agent for such company, in his capacity as such.
        (14) The term "separate account" means an account established
      and maintained by an insurance company pursuant to the laws of
      any State or territory of the United States, the District of
      Columbia, or of Canada or any province thereof, under which
      income, gains and losses, whether or not realized, from assets
      allocated to such account, are, in accordance with the applicable
      contract, credited to or charged against such account without
      regard to other income, gains, or losses of the insurance
      company.
        (15) The term "accredited investor" shall mean - 
          (i) a bank as defined in section 77c(a)(2) of this title
        whether acting in its individual or fiduciary capacity; an
        insurance company as defined in paragraph (13) of this
        subsection; an investment company registered under the
        Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] or a
        business development company as defined in section 2(a)(48) of
        that Act [15 U.S.C. 80a-2(a)(48)]; a Small Business Investment
        Company licensed by the Small Business Administration; or an
        employee benefit plan, including an individual retirement
        account, which is subject to the provisions of the Employee
        Retirement Income Security Act of 1974 [29 U.S.C. 1001 et
        seq.], if the investment decision is made by a plan fiduciary,
        as defined in section 3(21) of such Act [29 U.S.C. 1002(21)],
        which is either a bank, insurance company, or registered
        investment adviser; or
          (ii) any person who, on the basis of such factors as
        financial sophistication, net worth, knowledge, and experience
        in financial matters, or amount of assets under management
        qualifies as an accredited investor under rules and regulations
        which the Commission shall prescribe.

        (16) The terms "security future", "narrow-based security
      index", and "security futures product" have the same meanings as
      provided in section 78c(a)(55) of this title.
    (b) Consideration of promotion of efficiency, competition, and
      capital formation
      Whenever pursuant to this subchapter the Commission is engaged in
    rulemaking and is required to consider or determine whether an
    action is necessary or appropriate in the public interest, the
    Commission shall also consider, in addition to the protection of
    investors, whether the action will promote efficiency, competition,
    and capital formation.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 2, 48 Stat. 74; June 6, 1934,
    ch. 404, title II, Sec. 201, 48 Stat. 905; Aug. 10, 1954, ch. 667,
    title I, Secs. 1-4, 68 Stat. 683, 684; Pub. L. 86-70, Sec. 12(a),
    June 25, 1959, 73 Stat. 143; Pub. L. 86-624, Sec. 7(a), July 12,
    1960, 74 Stat. 412; Pub. L. 91-547, Sec. 27(a), Dec. 14, 1970, 84
    Stat. 1433; Pub. L. 96-477, title VI, Sec. 603, Oct. 21, 1980, 94
    Stat. 2294; Pub. L. 97-303, Sec. 1, Oct. 13, 1982, 96 Stat. 1409;
    Pub. L. 100-181, title II, Secs. 201, 202, Dec. 4, 1987, 101 Stat.
    1252; Pub. L. 104-290, title I, Sec. 106(a), Oct. 11, 1996, 110
    Stat. 3424; Pub. L. 105-353, title III, Sec. 301(a)(1), Nov. 3,
    1998, 112 Stat. 3235; Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec.
    208(a)(1)], Dec. 21, 2000, 114 Stat. 2763, 2763A-434.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Investment Company Act of 1940, referred to in subsec.
    (a)(15)(i), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789,
    as amended, which is classified generally to subchapter I (Sec. 80a-
    1 et seq.) of chapter 2D of this title. For complete
    classification of this Act to the Code, see section 80a-51 of this
    title and Tables.
      The Employee Retirement Income Security Act of 1974, referred to
    in subsec. (a)(15)(i), is Pub. L. 93-406, Sept. 2, 1974, 88 Stat.
    829, as amended, which is classified principally to chapter 18
    (Sec. 1001 et seq.) of Title 29, Labor. For complete classification
    of this Act to the Code, see Short Title note set out under section
    1001 of Title 29 and Tables.

-COD-
                               CODIFICATION                           
      Words "Philippine Islands" deleted from definition of term
    "Territory" under authority of Proc. No. 2695, eff. July 4, 1946,
    11 F.R. 7517, 60 Stat. 1352, which granted independence to the
    Philippine Islands. Proc. No. 2695 was issued pursuant to section
    1394 of Title 22, Foreign Relations and Intercourse, and is set out
    as a note under that section.


-MISC1-
                                AMENDMENTS                            
      2000 - Subsec. (a)(1). Pub. L. 106-554, Sec. 1(a)(5) [title II,
    Sec. 208(a)(1)(A)], inserted "security future," after "treasury
    stock,".
      Subsec. (a)(3). Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec.
    208(a)(1)(B)], inserted at end "Any offer or sale of a security
    futures product by or on behalf of the issuer of the securities
    underlying the security futures product, an affiliate of the
    issuer, or an underwriter, shall constitute a contract for sale of,
    sale of, offer for sale, or offer to sell the underlying
    securities."
      Subsec. (a)(16). Pub. L. 106-554, Sec. 1(a)(5) [title II, Sec.
    208(a)(1)(C)], added par. (16).
      1998 - Subsec. (a)(15)(i). Pub. L. 105-353 made technical
    amendment to reference in original act which appears in text as
    reference to section 77c(a)(2) of this title and inserted "of this
    subsection" after "paragraph (13)".
      1996 - Pub. L. 104-290 designated existing provisions as subsec.
    (a), inserted heading, and added subsec. (b).
      1987 - Par. (5). Pub. L. 100-181, Sec. 201, substituted
    "Securities and Exchange Commission" for "Federal Trade
    Commission".
      Par. (6). Pub. L. 100-181, Sec. 202, struck out reference to
    Canal Zone.
      1982 - Par. (1). Pub. L. 97-303 inserted "any put, call,
    straddle, option, or privilege on any security, certificate of
    deposit, or group or index of securities (including any interest
    therein or based on the value thereof), or any put, call, straddle,
    option, or privilege entered into on a national securities exchange
    relating to foreign currency," after "mineral rights,".
      1980 - Par. (15). Pub. L. 96-477 added par. (15).
      1970 - Pars. (13), (14). Pub. L. 91-547 added pars. (13) and
    (14).
      1960 - Par. (6). Pub. L. 86-624 struck out reference to Hawaii.
      1959 - Par. (6). Pub. L. 86-70 struck out reference to Alaska.
      1954 - Act Aug. 10, 1954, in pars. (3), (8), (10), and (11),
    redefined term "sale" so as to distinguish between "offers" and
    "sales", clarified definition of "registration statement", and
    conformed definition of "prospectus" to changes made by act Aug.
    10, 1954, to sections 77e and 77j of this title.
      1934 - Act June 6, 1934, amended pars. (1), (4), and (10).

                     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                 
      Section 501 of act Aug. 10, 1954, provided that: "This Act
    [amending this section and sections 77c to 77e, 77j, 77l, 77q, 77v,
    77ccc to 77fff, 77xxx, 78k, 78l, 80a-2 and 80a-24 of this title]
    shall take effect sixty days after the date of its enactment [Aug.
    10, 1954]."


-TRANS-
                           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.

-FOOTNOTE-
    (!1) So in original.


-End-



-CITE-
    15 USC Sec. 77b-1                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77b-1. Swap agreements

-STATUTE-
    (a) Non-security-based swap agreements
      The definition of "security" in section 77b(a)(1) of this title
    does not include any non-security-based swap agreement (as defined
    in section 206C of the Gramm-Leach-Bliley Act).
    (b) Security-based swap agreements
      (1) The definition of "security" in section 77b(a)(1) of this
    title does not include any security-based swap agreement (as
    defined in section 206B of the Gramm-Leach-Bliley Act).
      (2) The Commission is prohibited from registering, or requiring,
    recommending, or suggesting, the registration under this subchapter
    of any security-based swap agreement (as defined in section 206B of
    the Gramm-Leach-Bliley Act). If the Commission becomes aware that a
    registrant has filed a registration statement with respect to such
    a swap agreement, the Commission shall promptly so notify the
    registrant. Any such registration statement with respect to such a
    swap agreement shall be void and of no force or effect.
      (3) The Commission is prohibited from - 
        (A) promulgating, interpreting, or enforcing rules; or
        (B) issuing orders of general applicability;

    under this subchapter in a manner that imposes or specifies
    reporting or recordkeeping requirements, procedures, or standards
    as prophylactic measures against fraud, manipulation, or insider
    trading with respect to any security-based swap agreement (as
    defined in section 206B of the Gramm-Leach-Bliley Act).
      (4) References in this subchapter to the "purchase" or "sale" of
    a security-based swap agreement shall be deemed to mean the
    execution, termination (prior to its scheduled maturity date),
    assignment, exchange, or similar transfer or conveyance of, or
    extinguishing of rights or obligations under, a security-based swap
    agreement (as defined in section 206B of the Gramm-Leach-Bliley
    Act), as the context may require.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 2A, as added Pub. L. 106-554,
    Sec. 1(a)(5) [title III, Sec. 302(a)], Dec. 21, 2000, 114 Stat.
    2763, 2763A-451.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Sections 206B and 206C of the Gramm-Leach-Bliley Act, referred to
    in text, are sections 206B and 206C of Pub. L. 106-102 which are
    set out in a note under section 78c of this title.

-End-



-CITE-
    15 USC Sec. 77c                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77c. Classes of securities under this subchapter

-STATUTE-
    (a) Exempted securities
      Except as hereinafter expressly provided, the provisions of this
    subchapter shall not apply to any of the following classes of
    securities:
        (1) Reserved.
        (2) Any security issued or guaranteed by the United States or
      any territory thereof, or by the District of Columbia, or by any
      State of the United States, or by any political subdivision of a
      State or territory, or by any public instrumentality of one or
      more States or territories, or by any person controlled or
      supervised by and acting as an instrumentality of the Government
      of the United States pursuant to authority granted by the
      Congress of the United States; or any certificate of deposit for
      any of the foregoing; or any security issued or guaranteed by any
      bank; or any security issued by or representing an interest in or
      a direct obligation of a Federal Reserve bank; or any interest or
      participation in any common trust fund or similar fund that is
      excluded from the definition of the term "investment company"
      under section 3(c)(3) of the Investment Company Act of 1940 [15
      U.S.C. 80a-3(c)(3)]; or any security which is an industrial
      development bond (as defined in section 103(c)(2) (!1) of title
      26) the interest on which is excludable from gross income under
      section 103(a)(1) (!1) of title 26 if, by reason of the
      application of paragraph (4) or (6) of section 103(c) (!1) of
      title 26 (determined as if paragraphs (4)(A), (5), and (7) were
      not included in such section 103(c)),(!1) paragraph (1) of such
      section 103(c) (!1) does not apply to such security; or any
      interest or participation in a single trust fund, or in a
      collective trust fund maintained by a bank, or any security
      arising out of a contract issued by an insurance company, which
      interest, participation, or security is issued in connection with
      (A) a stock bonus, pension, or profit-sharing plan which meets
      the requirements for qualification under section 401 of title 26,
      (B) an annuity plan which meets the requirements for the
      deduction of the employer's contributions under section 404(a)(2)
      of title 26, (C) a governmental plan as defined in section 414(d)
      of title 26 which has been established by an employer for the
      exclusive benefit of its employees or their beneficiaries for the
      purpose of distributing to such employees or their beneficiaries
      the corpus and income of the funds accumulated under such plan,
      if under such plan it is impossible, prior to the satisfaction of
      all liabilities with respect to such employees and their
      beneficiaries, for any part of the corpus or income to be used
      for, or diverted to, purposes other than the exclusive benefit of
      such employees or their beneficiaries, or (D) a church plan,
      company, or account that is excluded from the definition of an
      investment company under section 3(c)(14) of the Investment
      Company Act of 1940 [15 U.S.C. 80a-3(c)(14)], other than any plan
      described in subparagraph (A), (B), (C), or (D) of this paragraph
      (i) the contributions under which are held in a single trust fund
      or in a separate account maintained by an insurance company for a
      single employer and under which an amount in excess of the
      employer's contribution is allocated to the purchase of
      securities (other than interests or participations in the trust
      or separate account itself) issued by the employer or any company
      directly or indirectly controlling, controlled by, or under
      common control with the employer, (ii) which covers employees
      some or all of whom are employees within the meaning of section
      401(c)(1) of title 26, or (iii) which is a plan funded by an
      annuity contract described in section 403(b) of title 26. The
      Commission, by rules and regulations or order, shall exempt from
      the provisions of section 77e of this title any interest or
      participation issued in connection with a stock bonus, pension,
      profit-sharing, or annuity plan which covers employees some or
      all of whom are employees within the meaning of section 401(c)(1)
      of title 26, if and to the extent that the Commission determines
      this to be necessary or appropriate in the public interest and
      consistent with the protection of investors and the purposes
      fairly intended by the policy and provisions of this subchapter.
      For purposes of this paragraph, a security issued or guaranteed
      by a bank shall not include any interest or participation in any
      collective trust fund maintained by a bank; and the term "bank"
      means any national bank, or banking institution organized under
      the laws of any State, territory, or the District of Columbia,
      the business of which is substantially confined to banking and is
      supervised by the State or territorial banking commission or
      similar official; except that in the case of a common trust fund
      or similar fund, or a collective trust fund, the term "bank" has
      the same meaning as in the Investment Company Act of 1940 [15
      U.S.C. 80a-1 et seq.];

        (3) Any note, draft, bill of exchange, or banker's acceptance
      which arises out of a current transaction or the proceeds of
      which have been or are to be used for current transactions, and
      which has a maturity at the time of issuance of not exceeding
      nine months, exclusive of days of grace, or any renewal thereof
      the maturity of which is likewise limited;
        (4) Any security issued by a person organized and operated
      exclusively for religious, educational, benevolent, fraternal,
      charitable, or reformatory purposes and not for pecuniary profit,
      and no part of the net earnings of which inures to the benefit of
      any person, private stockholder, or individual; or any security
      of a fund that is excluded from the definition of an investment
      company under section 3(c)(10)(B) of the Investment Company Act
      of 1940 [15 U.S.C. 80a-3(c)(10)(B)];
        (5) Any security issued (A) by a savings and loan association,
      building and loan association, cooperative bank, homestead
      association, or similar institution, which is supervised and
      examined by State or Federal authority having supervision over
      any such institution; or (B) by (i) a farmer's cooperative
      organization exempt from tax under section 521 of title 26, (ii)
      a corporation described in section 501(c)(16) of title 26 and
      exempt from tax under section 501(a) of title 26, or (iii) a
      corporation described in section 501(c)(2) of title 26 which is
      exempt from tax under section 501(a) of title 26 and is organized
      for the exclusive purpose of holding title to property,
      collecting income therefrom, and turning over the entire amount
      thereof, less expenses, to an organization or corporation
      described in clause (i) or (ii);
        (6) Any interest in a railroad equipment trust. For purposes of
      this paragraph "interest in a railroad equipment trust" means any
      interest in an equipment trust, lease, conditional sales
      contract, or other similar arrangement entered into, issued,
      assumed, guaranteed by, or for the benefit of, a common carrier
      to finance the acquisition of rolling stock, including motive
      power;
        (7) Certificates issued by a receiver or by a trustee or debtor
      in possession in a case under title 11, with the approval of the
      court;
        (8) Any insurance or endowment policy or annuity contract or
      optional annuity contract, issued by a corporation subject to the
      supervision of the insurance commissioner, bank commissioner, or
      any agency or officer performing like functions, of any State or
      Territory of the United States or the District of Columbia;
        (9) Except with respect to a security exchanged in a case under
      title 11, any security exchanged by the issuer with its existing
      security holders exclusively where no commission or other
      remuneration is paid or given directly or indirectly for
      soliciting such exchange;
        (10) Except with respect to a security exchanged in a case
      under title 11, any security which is issued in exchange for one
      or more bona fide outstanding securities, claims or property
      interests, or partly in such exchange and partly for cash, where
      the terms and conditions of such issuance and exchange are
      approved, after a hearing upon the fairness of such terms and
      conditions at which all persons to whom it is proposed to issue
      securities in such exchange shall have the right to appear, by
      any court, or by any official or agency of the United States, or
      by any State or Territorial banking or insurance commission or
      other governmental authority expressly authorized by law to grant
      such approval;
        (11) Any security which is a part of an issue offered and sold
      only to persons resident within a single State or Territory,
      where the issuer of such security is a person resident and doing
      business within or, if a corporation, incorporated by and doing
      business within, such State or Territory.
        (12) Any equity security issued in connection with the
      acquisition by a holding company of a bank under section 1842(a)
      of title 12 or a savings association under section 1467a(e) of
      title 12, if - 
          (A) the acquisition occurs solely as part of a reorganization
        in which security holders exchange their shares of a bank or
        savings association for shares of a newly formed holding
        company with no significant assets other than securities of the
        bank or savings association and the existing subsidiaries of
        the bank or savings association;
          (B) the security holders receive, after that reorganization,
        substantially the same proportional share interests in the
        holding company as they held in the bank or savings
        association, except for nominal changes in shareholders'
        interests resulting from lawful elimination of fractional
        interests and the exercise of dissenting shareholders' rights
        under State or Federal law;
          (C) the rights and interests of security holders in the
        holding company are substantially the same as those in the bank
        or savings association prior to the transaction, other than as
        may be required by law; and
          (D) the holding company has substantially the same assets and
        liabilities, on a consolidated basis, as the bank or savings
        association had prior to the transaction.

      For purposes of this paragraph, the term "savings association"
      means a savings association (as defined in section 1813(b) of
      title 12) the deposits of which are insured by the Federal
      Deposit Insurance Corporation.
        (13) Any security issued by or any interest or participation in
      any church plan, company or account that is excluded from the
      definition of an investment company under section 3(c)(14) of the
      Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(14)].
        (14) Any security futures product that is - 
          (A) cleared by a clearing agency registered under section 78q-
        1 of this title or exempt from registration under subsection
        (b)(7) of such section 78q-1; and
          (B) traded on a national securities exchange or a national
        securities association registered pursuant to section 78o-3(a)
        of this title.
    (b) Additional exemptions
      The Commission may from time to time by its rules and
    regulations, and subject to such terms and conditions as may be
    prescribed therein, add any class of securities to the securities
    exempted as provided in this section, if it finds that the
    enforcement of this subchapter with respect to such securities is
    not necessary in the public interest and for the protection of
    investors by reason of the small amount involved or the limited
    character of the public offering; but no issue of securities shall
    be exempted under this subsection where the aggregate amount at
    which such issue is offered to the public exceeds $5,000,000.
    (c) Securities issued by small investment company
      The Commission may from time to time by its rules and regulations
    and subject to such terms and conditions as may be prescribed
    therein, add to the securities exempted as provided in this section
    any class of securities issued by a small business investment
    company under the Small Business Investment Act of 1958 [15 U.S.C.
    661 et seq.] if it finds, having regard to the purposes of that
    Act, that the enforcement of this subchapter with respect to such
    securities is not necessary in the public interest and for the
    protection of investors.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 3, 48 Stat. 75; June 6, 1934,
    ch. 404, title II, Sec. 202, 48 Stat. 906; Feb. 4, 1887, ch. 104,
    title II, Sec. 214, as added Aug. 9, 1935, ch. 498, 49 Stat. 557;
    amended June 29, 1938, ch. 811, Sec. 15, 52 Stat. 1240; May 15,
    1945, ch. 122, 59 Stat. 167; Aug. 10, 1954, ch. 667, title I, Sec.
    5, 68 Stat. 684; Pub. L. 85-699, title III, Sec. 307(a), Aug. 21,
    1958, 72 Stat. 694; Pub. L. 91-373, title IV, Sec. 401(a), Aug. 10,
    1970, 84 Stat. 718; Pub. L. 91-547, Sec. 27(b), (c), Dec. 14, 1970,
    84 Stat. 1434; Pub. L. 91-565, Dec. 19, 1970, 84 Stat. 1480; Pub.
    L. 91-567, Sec. 6(a), Dec. 22, 1970, 84 Stat. 1498; Pub. L. 94-210,
    title III, Sec. 308(a)(1), (3), Feb. 5, 1976, 90 Stat. 56, 57; Pub.
    L. 95-283, Sec. 18, May 21, 1978, 92 Stat. 275; Pub. L. 95-425,
    Sec. 2, Oct. 6, 1978, 92 Stat. 962; Pub. L. 95-598, title III, Sec.
    306, Nov. 6, 1978, 92 Stat. 2674; Pub. L. 96-477, title III, Sec.
    301, title VII, Sec. 701, Oct. 21, 1980, 94 Stat. 2291, 2294; Pub.
    L. 97-261, Sec. 19(d), Sept. 20, 1982, 96 Stat. 1121; Pub. L. 99-
    514, Sec. 2, Oct. 22, 1986, 100 Stat. 2095; Pub. L. 100-181, title
    II, Secs. 203, 204, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 103-325,
    title III, Sec. 320, Sept. 23, 1994, 108 Stat. 2225; Pub. L. 104-
    62, Sec. 3, Dec. 8, 1995, 109 Stat. 684; Pub. L. 104-290, title V,
    Sec. 508(b), Oct. 11, 1996, 110 Stat. 3447; Pub. L. 106-102, title
    II, Sec. 221(a), Nov. 12, 1999, 113 Stat. 1401; Pub. L. 106-554,
    Sec. 1(a)(5) [title II, Sec. 208(a)(2)], Dec. 21, 2000, 114 Stat.
    2763, 2763A-435; Pub. L. 108-359, Sec. 1(b), Oct. 25, 2004, 118
    Stat. 1666.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Section 103 of title 26, referred to in subsec. (a)(2), which
    related to interest on certain governmental obligations was amended
    generally by Pub. L. 99-514, title XIII, Sec. 1301(a), Oct. 22,
    1986, 100 Stat. 2602, and as so amended relates to interest on
    State and local bonds. Section 103(b)(2) (formerly section
    103(c)(2)), which prior to the general amendment defined industrial
    development bond, relates to the applicability of the interest
    exclusion to arbitrage bonds.
      The Investment Company Act of 1940, referred to in subsec.
    (a)(2), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, as
    amended, which is classified generally to subchapter I (Sec. 80a-1
    et seq.) of chapter 2D of this title. For complete classification
    of this Act to the Code, see section 80a-51 of this title and
    Tables.
      The Small Business Investment Act of 1958, referred to in subsec.
    (c), is Pub. L. 85-699, Aug. 21, 1958, 72 Stat. 689, as amended,
    which is classified principally to chapter 14B (Sec. 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.


-MISC1-
                                AMENDMENTS                            
      2004 - Subsec. (a)(2). Pub. L. 108-359 struck out "or" before
    "(C) a governmental plan" and substituted "or (D) a church plan,
    company, or account that is excluded from the definition of an
    investment company under section 3(c)(14) of the Investment Company
    Act of 1940, other than any plan described in subparagraph (A),
    (B), (C), or (D)" for "other than any plan described in clause (A),
    (B), or (C)".
      2000 - Subsec. (a)(14). Pub. L. 106-554 added par. (14).
      1999 - Subsec. (a)(2). Pub. L. 106-102 substituted "or any
    interest or participation in any common trust fund or similar fund
    that is excluded from the definition of the term 'investment
    company' under section 3(c)(3) of the Investment Company Act of
    1940" for "or any interest or participation in any common trust
    fund or similar fund maintained by a bank exclusively for the
    collective investment and reinvestment of assets contributed
    thereto by such bank in its capacity as trustee, executor,
    administrator, or guardian".
      1996 - Subsec. (a)(13). Pub. L. 104-290 added par. (13).
      1995 - Subsec. (a)(4). Pub. L. 104-62 inserted at end "or any
    security of a fund that is excluded from the definition of an
    investment company under section 3(c)(10)(B) of the Investment
    Company Act of 1940;".
      1994 - Subsec. (a)(12). Pub. L. 103-325 added par. (12).
      1987 - Subsec. (a)(1). Pub. L. 100-181, Sec. 203, substituted
    "Reserved." for "Any security which, prior to or within sixty days
    after May 27, 1933, 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 or
    underwriter subsequent to such sixty days;".
      Subsec. (a)(5)(A). Pub. L. 100-181, Sec. 204, struck out ",
    except that the foregoing exemption shall not apply with respect to
    any such security where the issuer takes from the total amount paid
    or deposited by the purchaser, by way of any fee, cash value or
    other device whatsoever, either upon termination of the investment
    at maturity or before maturity, an aggregate amount in excess of 3
    per centum of the face value of such security" after "any such
    institution".
      1986 - Subsec. (a)(2), (5). Pub. L. 99-514 substituted "Internal
    Revenue Code of 1986" for "Internal Revenue Code of 1954" wherever
    appearing, which for purposes of codification was translated as
    "title 26" thus requiring no change in text.
      1982 - Subsec. (a)(6). Pub. L. 97-261 struck out provisions
    relating to any security issued by a motor carrier subject to
    provisions of section 314 [11302] of title 49.
      1980 - Subsec. (a)(2). Pub. L. 96-477, Sec. 701, provided that
    single trust funds did not have to be maintained by banks in order
    to qualify for exemption from the provisions of this subchapter,
    substituted provisions relating to securities arising out of
    contracts issued by insurance companies for provisions relating to
    separate accounts maintained by insurance companies, provided that
    an interest, participation, or security could be issued in
    connection with certain governmental plans as defined in section
    414(d) of title 26 and qualify for exemption from the provisions of
    this subchapter, and excluded from exemption plans described in
    cls. (A), (B), or (C) of par. (2) which were funded by annuity
    contracts described in section 403(b) of title 26.
      Subsec. (b). Pub. L. 96-477, Sec. 301, substituted "$5,000,000"
    for "$2,000,000".
      1978 - Subsec. (a)(7). Pub. L. 95-598, Sec. 306(a), substituted
    "or debtor in possession in a case under title 11" for "in
    bankruptcy".
      Subsec. (a)(9), (10). Pub. L. 95-598, Sec. 306(b), substituted
    "Except with respect to a security exchanged in a case under title
    11, any" for "Any".
      Subsec. (b). Pub. L. 95-425 substituted "$2,000,000" for
    "$1,500,000".
      Pub. L. 95-283 substituted "$1,500,000" for "$500,000".
      1976 - Subsec. (a)(6). Pub. L. 94-210 substituted provisions
    relating to any security issued by a motor carrier subject to the
    provisions of section 314 of title 49 or any interest in a railroad
    equipment trust, and provisions defining "interest in a railroad
    equipment trust", for provisions relating to any security issued by
    a common or contract carrier, subject to the provisions of section
    20a of title 49.
      1970 - Subsec. (a)(2). Pub. L. 91-567 exempted any interest or
    participation in any common trust fund or similar fund maintained
    by a bank exclusively for the collective investment and
    reinvestment of assets contributed thereto by such bank in its
    capacity as trustee, executor, administrator, or guardian, any
    security which is an industrial development bond the interest on
    which is excludable from gross income under section 103(a)(1) of
    title 26, any interest or participation in a single or collective
    trust fund maintained by a bank or in a separate account maintained
    by an insurance company which interest or participation is issued
    in connection with a stock bonus, pension, or profit-sharing plan
    which meets the requirements for qualification under section 401 of
    title 26, or an annuity plan which meets the requirements for the
    deduction of the employer's contribution under section 404(a)(2) of
    title 26, directed the Commission to exempt from the provisions of
    section 77e of this title any interest or participation issued in
    connection with a stock bonus, pension, profit-sharing, or annuity
    plan which covers employees some or all of whom are employees
    within the meaning of section 401(c)(1) of title 26 if and to the
    extent that the Commission determines this to be necessary or
    appropriate in the public interest and consistent with the
    protection of investors, and provided that for the purposes of this
    paragraph a security issued or guaranteed by a bank shall not
    include any interest or participation in any collective trust fund
    maintained by a bank, and that in the case of a common trust fund
    or similar fund, or a collective trust fund, the term "bank" has
    the same meaning as in the Investment Company Act of 1940.
      Pub. L. 91-547, Sec. 27(b), struck out reference to industrial
    development bonds the interest on which is excludable from gross
    income under section 103(a)(1) of title 26; and exempted from
    registration provisions interests or participations in common trust
    funds maintained by a bank for collective investment of assets held
    by it in a fiduciary capacity interests or participations in bank
    collective trust funds maintained for funding of employees' stock
    bonus, pension, or profit-sharing plans; interests or
    participations in separate accounts maintained by insurance
    companies for funding certain stock-bonus, pension, or profit-
    sharing plans which meet the requirements for qualification under
    section 401 of title 26; and interests or participations issued by
    bank collective trust funds or insurance company separate accounts
    for funding certain stock-bonus, pension, profit-sharing, or
    annuity plans when the Commission by rule, regulation, or order
    determines this to be necessary in the public interest; provided
    that a security issued or guaranteed by a bank shall not include
    any interest or participation in any collective trust fund
    maintained by a bank; substituted where first appearing "security
    issued or guaranteed by any bank" for "security issued or
    guaranteed by any national bank, or by any banking institution
    organized under the laws of any State or Territory or the District
    of Columbia, the business of which is substantially confined to
    banking and is supervised by the State or Territorial banking
    commission or similar official", the latter provision now
    incorporated in a separate definition of term "bank"; and made the
    Investment Company Act definition of bank applicable as in the case
    of a common trust fund or similar fund, or a collective trust fund.
      Pub. L. 91-373 inserted reference to industrial development bonds
    the interest on which is excludable from gross income under section
    103(a)(1) of title 26.
      Subsec. (a)(5). Pub. L. 91-547, Sec. 27(c), designated existing
    provisions as cl. (A), included cooperative bank issues, required
    the issuer to be an institution which is supervised and examined by
    State or Federal authority having supervision over such
    institution, struck out "substantially all the business of which is
    confined to the making of loans to members" after "similar
    institution" and substituted provisions designated as cl. (B) for
    prior provision relating to a security issued by a farmers'
    cooperative association as defined in paragraphs (12), (13), and
    (14) of section 103 of the Revenue Act of 1932.
      Subsec. (b). Pub. L. 91-565 substituted "$500,000" for
    "$300,000".
      1958 - Subsec. (c). Pub. L. 85-699 added subsec. (c).
      1954 - Subsec. (a)(11). Act Aug. 10, 1954, inserted "offered and"
    before "sold".
      1945 - Subsec. (b). Act May 15, 1945, substituted "$300,000" for
    "$100,000".
      1938 - Subsec. (a)(6). Act June 29, 1938, reenacted par. (6)
    without change.
      1935 - Subsec. (a)(6). Act Feb. 4, 1887, as added by act Aug. 9,
    1935, included a security issued by a contract carrier.
      1934 - Subsec. (a). Act June 6, 1934, amended pars. (2), (4), and
    (8) and added pars. (9) to (11).

                     EFFECTIVE DATE OF 1999 AMENDMENT                 
      Pub. L. 106-102, title II, Sec. 225, Nov. 12, 1999, 113 Stat.
    1402, provided that: "This subtitle [subtitle B (Secs. 211-225) of
    title II of Pub. L. 106-102, enacting section 80b-10a of this title
    and amending this section and sections 78c, 80a-2, 80a-3, 80a-9,
    80a-10, 80a-17, 80a-26, 80a-34, and 80b-2 of this title] shall take
    effect 18 months after the date of the enactment of this Act [Nov.
    12, 1999]."

                     EFFECTIVE DATE OF 1995 AMENDMENT                 
      Section 7 of Pub. L. 104-62 provided that: "This Act [enacting
    section 80a-3a of this title, amending this section and sections
    78c, 78l, 80a-3, 80a-7, and 80b-3 of this title, and enacting
    provisions set out as a note under section 80a-51 of this title]
    and the amendments made by this Act shall apply in all
    administrative and judicial actions pending on or commenced after
    the date of enactment of this Act [Dec. 8, 1995], as a defense to
    any claim that any person, security, interest, or participation of
    the type described in this Act and the amendments made by this Act
    is subject to the provisions of the Securities Act of 1933 [15
    U.S.C. 77a et seq.], the Securities Exchange Act of 1934 [15 U.S.C.
    78a et seq.], the Investment Company Act of 1940 [15 U.S.C. 80a-1
    et seq.], or the Investment Advisers Act of 1940 [15 U.S.C. 80b-1
    et seq.], or any State statute or regulation preempted as provided
    in section 6 of this Act [enacting section 80a-3a of this title],
    except as otherwise specifically provided in such Acts or State
    law."

                     EFFECTIVE DATE OF 1982 AMENDMENT                 
      Section 31 of Pub. L. 97-261 provided that:
      "(a) Except as provided in subsections (b) and (c) of this
    section, this Act [see Tables for classification] shall take effect
    on the 60th day after the date of enactment of this Act [Sept. 20,
    1982].
      "(b) The amendment made by section 10(e)(4) of this Act [amending
    provisions set out as a note under former section 10706 of Title
    49, Transportation] shall take effect on October 1, 1982.
      "(c) The provisions of sections 6(g) and 30 of this Act [amending
    former sections 10922 and 10525 of Title 49, respectively] shall
    take effect on the date of enactment of this Act [Sept. 20, 1982]."

                     EFFECTIVE DATE OF 1978 AMENDMENT                 
      Amendment by Pub. L. 95-598 effective Oct. 1, 1979, see section
    402(a) of Pub. L. 95-598 set out as an Effective Date note
    preceding section 101 of Title 11, Bankruptcy.

                     EFFECTIVE DATE OF 1976 AMENDMENT                 
      Section 308(d)(1) of Pub. L. 94-210 provided that: "The
    amendments made by subsection (a) of this section [amending this
    section, section 77s of this title, and section 314 of former Title
    49, Transportation] shall take effect on the 60th day after the
    date of enactment of this Act [Feb. 5, 1976], but shall not apply
    to any bona fide offering of a security made by the issuer, or by
    or through an underwriter, before such 60th day."

                     EFFECTIVE DATE OF 1970 AMENDMENTS                 
      Section 6(d) of Pub. L. 91-567 provided that: "The amendments
    made by this section [amending this section and sections 77ddd and
    78c of this title] shall apply with respect to securities sold
    after January 1, 1970."
      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.
      Section 401(c) of Pub. L. 91-373 provided that: "The amendments
    made by this section [amending this section and section 78c of this
    title] shall apply with respect to securities sold after January 1,
    1970."

                     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.

                                  REPEALS                              
      Section 214 of act Feb. 4, 1887 (the Interstate Commerce Act), as
    added Aug. 9, 1935, ch. 498, 49 Stat. 557, cited as a credit to
    this section, was repealed by Pub. L. 97-449, Sec. 7(b), Jan. 12,
    1983, 96 Stat. 2443, 2444.


-TRANS-
                           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.


-MISC2-
       SECURITIES AND INVESTMENT COMPANY PROVISIONS INAPPLICABLE TO
      CERTAIN LIFE INSURANCE BENEFITS ISSUED PRIOR TO MARCH 23, 1959
      Section 29 of Pub. L. 91-547 provided that: "The provisions of
    the Securities Act of 1933 [this subchapter] and the Investment
    Company Act of 1940 [section 80a-1 et seq. of this title] shall not
    apply, except for purposes of definition of terms used in this
    section, to any interest or participation (including any separate
    account or other fund providing for the sharing of income or gains
    and losses, and any interest or participation in such account or
    fund) in any contract, certificate, or policy providing for life
    insurance benefits which was issued prior to March 23, 1959, by an
    insurance company, if (1) the form of such contract, certificate,
    or policy was approved by the insurance commissioner, or similar
    official or agency, of a State, territory or the District of
    Columbia, and (2) under such contract, certificate, or policy not
    to exceed 49 per centum of the gross premiums or other
    consideration paid was to be allocated to a separate account or
    other fund providing for the sharing of income or gains and losses.
    Nothing herein contained shall be taken to imply that any such
    interest or participation constitutes a 'security' under any other
    laws of the United States."

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77d                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77d. Exempted transactions

-STATUTE-
      The provisions of section 77e of this title shall not apply to - 
        (1) transactions by any person other than an issuer,
      underwriter, or dealer.
        (2) transactions by an issuer not involving any public
      offering.
        (3) transactions by a dealer (including an underwriter no
      longer acting as an underwriter in respect of the security
      involved in such transaction), except - 
          (A) transactions taking place prior to the expiration of
        forty days after the first date upon which the security was
        bona fide offered to the public by the issuer or by or through
        an underwriter,
          (B) transactions in a security as to which a registration
        statement has been filed taking place prior to the expiration
        of forty days after the effective date of such registration
        statement or prior to the expiration of forty days after the
        first date upon which the security was bona fide offered to the
        public by the issuer or by or through an underwriter after such
        effective date, whichever is later (excluding in the
        computation of such forty days any time during which a stop
        order issued under section 77h of this title is in effect as to
        the security), or such shorter period as the Commission may
        specify by rules and regulations or order, and
          (C) transactions as to securities constituting the whole or a
        part of an unsold allotment to or subscription by such dealer
        as a participant in the distribution of such securities by the
        issuer or by or through an underwriter.

      With respect to transactions referred to in clause (B), if
      securities of the issuer have not previously been sold pursuant
      to an earlier effective registration statement the applicable
      period, instead of forty days, shall be ninety days, or such
      shorter period as the Commission may specify by rules and
      regulations or order.
        (4) brokers' transactions executed upon customers' orders on
      any exchange or in the over-the-counter market but not the
      solicitation of such orders.
        (5)(A) Transactions (!1) involving offers or sales of one or
      more promissory notes directly secured by a first lien on a
      single parcel of real estate upon which is located a dwelling or
      other residential or commercial structure, and participation
      interests in such notes - 

          (i) where such securities are originated by a savings and
        loan association, savings bank, commercial bank, or similar
        banking institution which is supervised and examined by a
        Federal or State authority, and are offered and sold subject to
        the following conditions:
            (a) the minimum aggregate sales price per purchaser shall
          not be less than $250,000;
            (b) the purchaser shall pay cash either at the time of the
          sale or within sixty days thereof; and
            (c) each purchaser shall buy for his own account only; or

          (ii) where such securities are originated by a mortgagee
        approved by the Secretary of Housing and Urban Development
        pursuant to sections 1709 and 1715b of title 12 and are offered
        or sold subject to the three conditions specified in
        subparagraph (A)(i) to any institution described in such
        subparagraph or to any insurance company subject to the
        supervision of the insurance commissioner, or any agency or
        officer performing like function, of any State or territory of
        the United States or the District of Columbia, or the Federal
        Home Loan Mortgage Corporation, the Federal National Mortgage
        Association, or the Government National Mortgage Association.

        (B) Transactions (!1) between any of the entities described in
      subparagraph (A)(i) or (A)(ii) involving non-assignable contracts
      to buy or sell the foregoing securities which are to be completed
      within two years, where the seller of the foregoing securities
      pursuant to any such contract is one of the parties described in
      subparagraph (A)(i) or (A)(ii) who may originate such securities
      and the purchaser of such securities pursuant to any such
      contract is any institution described in subparagraph (A)(i) or
      any insurance company described in subparagraph (A)(ii), the
      Federal Home Loan Mortgage Corporation, Federal National Mortgage
      Association, or the Government National Mortgage Association and
      where the foregoing securities are subject to the three
      conditions for sale set forth in subparagraphs (A)(i)(a) through
      (c).
        (C) The (!1) exemption provided by subparagraphs (A) and (B)
      shall not apply to resales of the securities acquired pursuant
      thereto, unless each of the conditions for sale contained in
      subparagraphs (A)(i)(a) through (c) are satisfied.
        (6) transactions involving offers or sales by an issuer solely
      to one or more accredited investors, if the aggregate offering
      price of an issue of securities offered in reliance on this
      paragraph does not exceed the amount allowed under section 77c(b)
      of this title, if there is no advertising or public solicitation
      in connection with the transaction by the issuer or anyone acting
      on the issuer's behalf, and if the issuer files such notice with
      the Commission as the Commission shall prescribe.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 4, 48 Stat. 77; June 6, 1934,
    ch. 404, title II, Sec. 203, 48 Stat. 906; Aug. 10, 1954, ch. 667,
    title I, Sec. 6, 68 Stat. 684; Pub. L. 88-467, Sec. 12, Aug. 20,
    1964, 78 Stat. 580; Pub. L. 94-29, Sec. 30, June 4, 1975, 89 Stat.
    169; Pub. L. 96-477, title VI, Sec. 602, Oct. 21, 1980, 94 Stat.
    2294.)


-MISC1-
                                AMENDMENTS                            
      1980 - Par. (6). Pub. L. 96-477 added par. (6).
      1975 - Par. (5). Pub. L. 94-29 added par. (5).
      1964 - Pub. L. 88-467 substituted "shall not apply to - " for
    "shall not apply to any of the following transactions:" in
    introductory text.
      Par. (1). Pub. L. 88-467 reenacted existing first provision of
    par. (1) and struck out second and third provisions, which are
    incorporated in pars. (2) and (3)(A) to (C).
      Par. (2). Pub. L. 88-467 redesignated existing second provision
    of par. (1) as (2). Former par. (2) redesignated (4).
      Par. (3). Pub. L. 88-467 redesignated existing third provision of
    par. (1) as (3), designated the excepted transactions as cls. (A)
    to (C), inserted in cl. (B) "or such shorter period as the
    Commission may specify by rules and regulations or order" and
    inserted sentence relating to the applicable period to transactions
    referred to in clause (B).
      Par. (4). Pub. L. 88-467 redesignated former par. (2) as (4) and
    substituted "over-the-counter market" for "open or counter market".
      1954 - Act Aug. 10, 1954, reduced from 1 year to 40 days the
    period during which the delivery of a prospectus is required in
    trading transactions as distinguished from initial distribution of
    the new securities.
      1934 - Act June 6, 1934, among other changes, repealed par. (3),
    provisions of which were replaced by section 77c(9), (10) of this
    title.

                     EFFECTIVE DATE OF 1975 AMENDMENT                 
      Amendment by Pub. L. 94-29 effective June 4, 1975, see section
    31(a) of Pub. L. 94-29, set out as a note under section 78b of this
    title.

                     EFFECTIVE DATE OF 1964 AMENDMENT                 
      Amendment by Pub. L. 88-467 effective Aug. 20, 1964, see section
    13 of Pub. L. 88-467, set out as a note under section 78c 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.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) So in original. Probably should not be capitalized.


-End-



-CITE-
    15 USC Sec. 77e                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77e. Prohibitions relating to interstate commerce and the
      mails

-STATUTE-
    (a) Sale or delivery after sale of unregistered securities
      Unless a registration statement is in effect as to a security, it
    shall be unlawful for any person, directly or indirectly - 
        (1) to make use of any means or instruments of transportation
      or communication in interstate commerce or of the mails to sell
      such security through the use or medium of any prospectus or
      otherwise; or
        (2) to carry or cause to be carried through the mails or in
      interstate commerce, by any means or instruments of
      transportation, any such security for the purpose of sale or for
      delivery after sale.
    (b) Necessity of prospectus meeting requirements of section 77j of
      this title
      It shall be unlawful for any person, directly or indirectly - 
        (1) to make use of any means or instruments of transportation
      or communication in interstate commerce or of the mails to carry
      or transmit any prospectus relating to any security with respect
      to which a registration statement has been filed under this
      subchapter, unless such prospectus meets the requirements of
      section 77j of this title; or
        (2) to carry or cause to be carried through the mails or in
      interstate commerce any such security for the purpose of sale or
      for delivery after sale, unless accompanied or preceded by a
      prospectus that meets the requirements of subsection (a) of
      section 77j of this title.
    (c) Necessity of filing registration statement
      It shall be unlawful for any person, directly or indirectly, to
    make use of any means or instruments of transportation or
    communication in interstate commerce or of the mails to offer to
    sell or offer to buy through the use or medium of any prospectus or
    otherwise any security, unless a registration statement has been
    filed as to such security, or while the registration statement is
    the subject of a refusal order or stop order or (prior to the
    effective date of the registration statement) any public proceeding
    or examination under section 77h of this title.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 5, 48 Stat. 77; June 6, 1934,
    ch. 404, title II, Sec. 204, 48 Stat. 906; Aug. 10, 1954, ch. 667,
    title I, Sec. 7, 68 Stat. 684.)


-MISC1-
                                AMENDMENTS                            
      1954 - Subsec. (a)(1). Act Aug. 10, 1954, struck out "or offer to
    buy" after "to sell".
      Subsec. (b). Act Aug. 10, 1954, in par. (1) substituted "with
    respect to which a registration statement has been filed" for
    "registered" and in par. (2) omitted "to" after "to carry or" and
    inserted "subsection (a) of" before "section 77j of this title".
      Subsec. (c). Act Aug. 10, 1954, added subsec. (c).
      1934 - Act June 6, 1934, repealed subsec. (c), the provisions of
    which were replaced by section 77c(a)(11) 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.

             INCREASED ACCESS TO FOREIGN BUSINESS INFORMATION         
      Pub. L. 104-290, title I, Sec. 109, Oct. 11, 1996, 110 Stat.
    3426, provided that: "Not later than 1 year after the date of
    enactment of this Act [Oct. 11, 1996], the Commission shall adopt
    rules under the Securities Act of 1933 [15 U.S.C. 77a et seq.]
    concerning the status under the registration provisions of the
    Securities Act of 1933 of foreign press conferences and foreign
    press releases by persons engaged in the offer and sale of
    securities."

-End-



-CITE-
    15 USC Sec. 77f                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77f. Registration of securities

-STATUTE-
    (a) Method of registration
      Any security may be registered with the Commission under the
    terms and conditions hereinafter provided, by filing a registration
    statement in triplicate, at least one of which shall be signed by
    each issuer, its principal executive officer or officers, its
    principal financial officer, its comptroller or principal
    accounting officer, and the majority of its board of directors or
    persons performing similar functions (or, if there is no board of
    directors or persons performing similar functions, by the majority
    of the persons or board having the power of management of the
    issuer), and in case the issuer is a foreign or Territorial person
    by its duly authorized representative in the United States; except
    that when such registration statement relates to a security issued
    by a foreign government, or political subdivision thereof, it need
    be signed only by the underwriter of such security. Signatures of
    all such persons when written on the said registration statements
    shall be presumed to have been so written by authority of the
    person whose signature is so affixed and the burden of proof, in
    the event such authority shall be denied, shall be upon the party
    denying the same. The affixing of any signature without the
    authority of the purported signer shall constitute a violation of
    this subchapter. A registration statement shall be deemed effective
    only as to the securities specified therein as proposed to be
    offered.
    (b) Registration fee
      (1) Recovery of cost of services
        The Commission shall, in accordance with this subsection,
      collect registration fees that are designed to recover the costs
      to the government of the securities registration process, and
      costs related to such process, including enforcement activities,
      policy and rulemaking activities, administration, legal services,
      and international regulatory activities.
      (2) Fee payment required
        At the time of filing a registration statement, the applicant
      shall pay to the Commission a fee at a rate that shall be equal
      to $92 per $1,000,000 of the maximum aggregate price at which
      such securities are proposed to be offered, except that during
      fiscal year 2003 and any succeeding fiscal year such fee shall be
      adjusted pursuant to paragraph (5) or (6).
      (3) Offsetting collections
        Fees collected pursuant to this subsection for any fiscal year -
       
          (A) shall be deposited and credited as offsetting collections
        to the account providing appropriations to the Commission; and
          (B) except as provided in paragraph (9), shall not be
        collected for any fiscal year except to the extent provided in
        advance in appropriation Acts.
      (4) General revenues prohibited
        No fees collected pursuant to this subsection for fiscal year
      2002 or any succeeding fiscal year shall be deposited and
      credited as general revenue of the Treasury.
      (5) Annual adjustment
        For each of the fiscal years 2003 through 2011, the Commission
      shall by order adjust the rate required by paragraph (2) for such
      fiscal year to a rate that, when applied to the baseline estimate
      of the aggregate maximum offering prices for such fiscal year, is
      reasonably likely to produce aggregate fee collections under this
      subsection that are equal to the target offsetting collection
      amount for such fiscal year.
      (6) Final rate adjustment
        For fiscal year 2012 and all of the succeeding fiscal years,
      the Commission shall by order adjust the rate required by
      paragraph (2) for all of such fiscal years to a rate that, when
      applied to the baseline estimate of the aggregate maximum
      offering prices for fiscal year 2012, is reasonably likely to
      produce aggregate fee collections under this subsection in fiscal
      year 2012 equal to the target offsetting collection amount for
      fiscal year 2011.
      (7) Pro rata application
        The rates per $1,000,000 required by this subsection shall be
      applied pro rata to amounts and balances of less than $1,000,000.
      (8) Review and effective date
        In exercising its authority under this subsection, the
      Commission shall not be required to comply with the provisions of
      section 553 of title 5. An adjusted rate prescribed under
      paragraph (5) or (6) and published under paragraph (10) shall not
      be subject to judicial review. Subject to paragraphs (3)(B) and
      (9) - 
          (A) an adjusted rate prescribed under paragraph (5) shall
        take effect on the later of - 
            (i) the first day of the fiscal year to which such rate
          applies; or
            (ii) five days after the date on which a regular
          appropriation to the Commission for such fiscal year is
          enacted; and

          (B) an adjusted rate prescribed under paragraph (6) shall
        take effect on the later of - 
            (i) the first day of fiscal year 2012; or
            (ii) five days after the date on which a regular
          appropriation to the Commission for fiscal year 2012 is
          enacted.
      (9) Lapse of appropriation
        If on the first day of a fiscal year a regular appropriation to
      the Commission has not been enacted, the Commission shall
      continue to collect fees (as offsetting collections) under this
      subsection at the rate in effect during the preceding fiscal
      year, until 5 days after the date such a regular appropriation is
      enacted.
      (10) Publication
        The Commission shall publish in the Federal Register notices of
      the rate applicable under this subsection and under sections
      78m(e) and 78n(g) (!1) of this title for each fiscal year not
      later than April 30 of the fiscal year preceding the fiscal year
      to which such rate applies, together with any estimates or
      projections on which such rate is based.

      (11) Definitions
        For purposes of this subsection:
        (A) Target offsetting collection amount
          The target offsetting collection amount for each of the
        fiscal years 2002 through 2011 is determined according to the
        following table:

                                                      Target
                                                         offsetting     
    Fiscal year:                                      collection
                                                         amount         
     2002                                                 $377,000,000
     2003                                                 $435,000,000
     2004                                                 $467,000,000
     2005                                                 $570,000,000
     2006                                                 $689,000,000
     2007                                                 $214,000,000
     2008                                                 $234,000,000
     2009                                                 $284,000,000
     2010                                                 $334,000,000
     2011                                                 $394,000,000
        (B) Baseline estimate of the aggregate maximum offering prices
          The baseline estimate of the aggregate maximum offering
        prices for any fiscal year is the baseline estimate of the
        aggregate maximum offering price at which securities are
        proposed to be offered pursuant to registration statements
        filed with the Commission during such fiscal year as determined
        by the Commission, after consultation with the Congressional
        Budget Office and the Office of Management and Budget, using
        the methodology required for projections pursuant to section
        907 of title 2.
    (c) Time registration effective
      The filing with the Commission of a registration statement, or of
    an amendment to a registration statement, shall be deemed to have
    taken place upon the receipt thereof, but the filing of a
    registration statement 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 subsection (b) of this section.
    (d) Information available to public
      The information contained in or filed with any registration
    statement shall be made available to the public under such
    regulations as the Commission may prescribe, and copies thereof,
    photostatic or otherwise, shall be furnished to every applicant at
    such reasonable charge as the Commission may prescribe.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 6, 48 Stat. 78; Pub. L. 89-
    289, Sec. 1, Oct. 22, 1965, 79 Stat. 1051; Pub. L. 100-181, title
    II, Sec. 205, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 104-290, title
    IV, Sec. 404, Oct. 11, 1996, 110 Stat. 3441; Pub. L. 107-123, Sec.
    4, Jan. 16, 2002, 115 Stat. 2393.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Sections 78m(e) and 78n(g) of this title, referred to in subsec.
    (b)(10), were in the original, "sections 13(e) and 14(g)" and were
    translated as meaning sections 13(e) and 14(g) of the Securities
    Exchange Act of 1934 to reflect the probable intent of Congress.


-MISC1-
                                AMENDMENTS                            
      2002 - Subsec. (b)(2) to (11). Pub. L. 107-123 added pars. (2) to
    (11) and struck out former pars. (2) to (5), which required fee
    payment, set out rates for general revenue and offsetting
    collection fees, and required pro rata rates for amounts and
    balances equal to less than $1,000,000.
      1996 - Subsec. (b). Pub. L. 104-290 inserted heading and amended
    text of subsec. (b) generally. Prior to amendment, text read as
    follows: "At the time of filing a registration statement the
    applicant shall pay to the Commission a fee of one-fiftieth of 1
    per centum of the maximum aggregate price at which such securities
    are proposed to be offered, but in no case shall such fee be less
    than $100."
      1987 - Subsec. (e). Pub. L. 100-181 struck out subsec. (e) which
    provided that no registration statement should be filed within the
    first 40 days following May 27, 1933.
      1965 - Subsec. (b). Pub. L. 89-289 substituted "one-fiftieth" for
    "one one-hundredth" and "$100" for "$25".

                     EFFECTIVE DATE OF 2002 AMENDMENT                 
      Amendment by Pub. L. 107-123 effective Oct. 1, 2001, except that
    authorities provided by subsec. (b)(9) of this section to not apply
    until Oct. 1, 2002, see section 11 of Pub. L. 107-123, set out as a
    note under section 78ee of this title.

                     EFFECTIVE DATE OF 1965 AMENDMENT                 
      Section 2 of Pub. L. 89-289 provided that: "The amendment made by
    the first section of this Act [amending this section] shall take
    effect January 1, 1966."


-TRANS-
                           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.


-MISC2-
          INCREASE IN REGISTRATION FEES AND DEPOSIT INTO TREASURY      
      Pub. L. 105-46, Sec. 113, Sept. 30, 1997, 111 Stat. 1156,
    provided that the amount made available to the Securities and
    Exchange Commission, under the heading Salaries and Expenses, was
    to include, in addition to direct appropriations, the amount
    collected under the fee rate and offsetting collection authority
    contained in Public Law 104-208, which fee rate and offsetting
    collection authority was to remain in effect during the period of
    Pub. L. 105-46 which provided continuing appropriations for fiscal
    year 1998.
      Pub. L. 104-208, div. A, title I, Sec. 101(a) [title V], Sept.
    30, 1996, 110 Stat. 3009, 3009-61, which provided in part that on
    Sept. 30, 1996, the rate of fees under subsec. (b) of this section
    were increased from one-fiftieth of one percentum to one-thirty-
    third of one percentum, and such increase was to be deposited as
    an offsetting collection to this appropriation, to remain available
    until expended, to recover costs of services of the securities
    registration process, was from the Departments of Commerce,
    Justice, and State, the Judiciary, and Related Agencies
    Appropriations Act, 1997, and was not repeated in subsequent
    appropriations acts. Similar provisions were contained in the
    following prior appropriation acts:
      Pub. L. 104-134, title I, Sec. 101[(a)] [title V], Apr. 26, 1996,
    110 Stat. 1321, 1321-60; renumbered title I, Pub. L. 104-140, Sec.
    1(a), May 2, 1996, 110 Stat. 1327.
      Pub. L. 104-99, title II, Sec. 209, Jan. 26, 1996, 110 Stat. 37.
      Pub. L. 104-56, Sec. 119, Nov. 20, 1995, 109 Stat. 552.
      Pub. L. 104-54, Sec. 119, Nov. 19, 1995, 109 Stat. 544.
      Pub. L. 104-31, Sec. 120, Sept. 30, 1995, 109 Stat. 282.
      Pub. L. 103-352, Oct. 10, 1994, 108 Stat. 3148.
      Pub. L. 103-121, title I, Oct. 27, 1993, 107 Stat. 1168.
      Pub. L. 102-395, title I, Oct. 6, 1992, 106 Stat. 1848.
      Pub. L. 102-140, title I, Oct. 28, 1991, 105 Stat. 798.
      Pub. L. 101-515, title V, Nov. 5, 1990, 104 Stat. 2139.
      Pub. L. 101-162, title V, Nov. 21, 1989, 103 Stat. 1022.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77g                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77g. Information required in registration statement

-STATUTE-
      (a) The registration statement, when relating to a security other
    than a security issued by a foreign government, or political
    subdivision thereof, shall contain the information, and be
    accompanied by the documents, specified in Schedule A of section
    77aa of this title, and when relating to a security issued by a
    foreign government, or political subdivision thereof, shall contain
    the information, and be accompanied by the documents, specified in
    Schedule B of section 77aa of this title; except that the
    Commission may by rules or regulations provide that any such
    information or document need not be included in respect of any
    class of issuers or securities if it finds that the requirement of
    such information or document is inapplicable to such class and that
    disclosure fully adequate for the protection of investors is
    otherwise required to be included within the registration
    statement. If any accountant, engineer, or appraiser, or any person
    whose profession gives authority to a statement made by him, is
    named as having prepared or certified any part of the registration
    statement, or is named as having prepared or certified a report or
    valuation for use in connection with the registration statement,
    the written consent of such person shall be filed with the
    registration statement. If any such person is named as having
    prepared or certified a report or valuation (other than a public
    official document or statement) which is used in connection with
    the registration statement, but is not named as having prepared or
    certified such report or valuation for use in connection with the
    registration statement, the written consent of such person shall be
    filed with the registration statement unless the Commission
    dispenses with such filing as impracticable or as involving undue
    hardship on the person filing the registration statement. Any such
    registration statement shall contain such other information, and be
    accompanied by such other documents, as the Commission may by rules
    or regulations require as being necessary or appropriate in the
    public interest or for the protection of investors.
      (b)(1) The Commission shall prescribe special rules with respect
    to registration statements filed by any issuer that is a blank
    check company. Such rules may, as the Commission determines
    necessary or appropriate in the public interest or for the
    protection of investors - 
        (A) require such issuers to provide timely disclosure, prior to
      or after such statement becomes effective under section 77h of
      this title, of (i) information regarding the company to be
      acquired and the specific application of the proceeds of the
      offering, or (ii) additional information necessary to prevent
      such statement from being misleading;
        (B) place limitations on the use of such proceeds and the
      distribution of securities by such issuer until the disclosures
      required under subparagraph (A) have been made; and
        (C) provide a right of rescission to shareholders of such
      securities.

      (2) The Commission may, as it determines consistent with the
    public interest and the protection of investors, by rule or order
    exempt any issuer or class of issuers from the rules prescribed
    under paragraph (1).
      (3) For purposes of paragraph (1) of this subsection, the term
    "blank check company" means any development stage company that is
    issuing a penny stock (within the meaning of section 78c(a)(51) of
    this title) and that - 
        (A) has no specific business plan or purpose; or
        (B) has indicated that its business plan is to merge with an
      unidentified company or companies.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 7, 48 Stat. 78; Pub. L. 101-
    429, title V, Sec. 508, Oct. 15, 1990, 104 Stat. 956.)


-MISC1-
                                AMENDMENTS                            
      1990 - Pub. L. 101-429 designated existing provision as subsec.
    (a) and added subsec. (b).

                     EFFECTIVE DATE OF 1990 AMENDMENT                 
      Section 1(c) of Pub. L. 101-429 provided that:
      "(1) In general. - Except as provided in paragraphs (2) and (3),
    the amendments made by this Act [enacting sections 77h-1, 78q-2,
    78u-2, and 78u-3 of this title, amending this section and sections
    77t, 78c, 78o, 78o-3, 78o-4, 78q-1, 78u, 78u-1, 78w, 78cc, 80a-9,
    80a-41, 80b-3, 80b-9, and 80b-14 of this title, and enacting
    provisions set out as notes under sections 78a, 78o, and 78s of
    this title] shall be effective upon enactment [Oct. 15, 1990].
      "(2) Civil penalties. - 
        "(A) In general. - No civil penalty may be imposed pursuant to
      the amendments made by this Act on the basis of conduct occurring
      before the date of enactment of this Act [Oct. 15, 1990].
        "(B) Accounting and disgorgement. - Subparagraph (A) shall not
      operate to preclude the Securities and Exchange Commission from
      ordering an accounting or disgorgement pursuant to the amendments
      made by this Act.
      "(3) Special rules for title v. - 
        "(A) Sections 503 and 504. - Except as provided in subparagraph
      (C), sections 503 [amending section 78c of this title] and 504
      [amending section 78o of this title and enacting provisions set
      out as a note under section 78o of this title] shall be effective
      12 months after the date of enactment of this Act [Oct. 15, 1990]
      or upon the issuance of final regulations initially implementing
      such section, whichever is earlier.
        "(B) Sections 505 and 508. - Except as provided in subparagraph
      (C), sections 505 [amending section 78o of this title] and 508
      [amending this section] shall be effective 18 months after the
      date of enactment of this Act or upon the issuance of final
      regulations initially implementing such sections, whichever is
      earlier.
        "(C) Commencement of rulemaking. - Not later than 180 days
      after the date of enactment of this Act, the Commission shall
      commence rulemaking proceedings to implement sections 503, 505,
      and 508."


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77h                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77h. Taking effect of registration statements and amendments
      thereto

-STATUTE-
    (a) Effective date of registration statement
      Except as hereinafter provided, the effective date of a
    registration statement shall be the twentieth day after the filing
    thereof or such earlier date as the Commission may determine,
    having due regard to the adequacy of the information respecting the
    issuer theretofore available to the public, to the facility with
    which the nature of the securities to be registered, their
    relationship to the capital structure of the issuer and the rights
    of holders thereof can be understood, and to the public interest
    and the protection of investors. If any amendment to any such
    statement is filed prior to the effective date of such statement,
    the registration statement shall be deemed to have been filed when
    such amendment was filed; except that an amendment filed with the
    consent of the Commission, prior to the effective date of the
    registration statement, or filed pursuant to an order of the
    Commission, shall be treated as a part of the registration
    statement.
    (b) Incomplete or inaccurate registration statement
      If it appears to the Commission that a registration statement is
    on its face incomplete or inaccurate in any material respect, the
    Commission may, after notice by personal service or the sending of
    confirmed telegraphic notice not later than ten days after the
    filing of the registration statement, and opportunity for hearing
    (at a time fixed by the Commission) within ten days after such
    notice by personal service or the sending of such telegraphic
    notice, issue an order prior to the effective date of registration
    refusing to permit such statement to become effective until it has
    been amended in accordance with such order. When such statement has
    been amended in accordance with such order the Commission shall so
    declare and the registration shall become effective at the time
    provided in subsection (a) of this section or upon the date of such
    declaration, whichever date is the later.
    (c) Effective date of amendment to registration statement
      An amendment filed after the effective date of the registration
    statement, if such amendment, upon its face, appears to the
    Commission not to be incomplete or inaccurate in any material
    respect, shall become effective on such date as the Commission may
    determine, having due regard to the public interest and the
    protection of investors.
    (d) Untrue statements or omissions in registration statement
      If it appears to the Commission at any time that the registration
    statement includes any untrue statement of a material fact or omits
    to state any material fact required to be stated therein or
    necessary to make the statements therein not misleading, the
    Commission may, after notice by personal service or the sending of
    confirmed telegraphic notice, and after opportunity for hearing (at
    a time fixed by the Commission) within fifteen days after such
    notice by personal service or the sending of such telegraphic
    notice, issue a stop order suspending the effectiveness of the
    registration statement. When such statement has been amended in
    accordance with such stop order, the Commission shall so declare
    and thereupon the stop order shall cease to be effective.
    (e) Examination for issuance of stop order
      The Commission is empowered to make an examination in any case in
    order to determine whether a stop order should issue under
    subsection (d) of this section. In making such examination the
    Commission or any officer or officers designated by it shall have
    access to and may demand the production of any books and papers of,
    and may administer oaths and affirmations to and examine, the
    issuer, underwriter, or any other person, in respect of any matter
    relevant to the examination, and may, in its discretion, require
    the production of a balance sheet exhibiting the assets and
    liabilities of the issuer, or its income statement, or both, to be
    certified to by a public or certified accountant approved by the
    Commission. If the issuer or underwriter shall fail to cooperate,
    or shall obstruct or refuse to permit the making of an examination,
    such conduct shall be proper ground for the issuance of a stop
    order.
    (f) Notice requirements
      Any notice required under this section shall be sent to or served
    on the issuer, or, in case of a foreign government or political
    subdivision thereof, to or on the underwriter, or, in the case of a
    foreign or Territorial person, to or on its duly authorized
    representative in the United States named in the registration
    statement, properly directed in each case of telegraphic notice to
    the address given in such statement.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 8, 48 Stat. 79; Aug. 22, 1940,
    ch. 686, title III, Sec. 301, 54 Stat. 857.)


-MISC1-
                                AMENDMENTS                            
      1940 - Subsec. (a). Act Aug. 22, 1940, amended subsec. (a)
    generally.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77h-1                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77h-1. Cease-and-desist proceedings

-STATUTE-
    (a) Authority of Commission
      If the Commission finds, after notice and opportunity for
    hearing, that any person is violating, has violated, or is about to
    violate any provision of this subchapter, or any rule or regulation
    thereunder, the Commission may publish its findings and enter an
    order requiring such person, and any other person that is, was, or
    would be a cause of the violation, due to an act or omission the
    person knew or should have known would contribute to such
    violation, to cease and desist from committing or causing such
    violation and any future violation of the same provision, rule, or
    regulation. Such order may, in addition to requiring a person to
    cease and desist from committing or causing a violation, require
    such person to comply, or to take steps to effect compliance, with
    such provision, rule, or regulation, upon such terms and conditions
    and within such time as the Commission may specify in such order.
    Any such order may, as the Commission deems appropriate, require
    future compliance or steps to effect future compliance, either
    permanently or for such period of time as the Commission may
    specify, with such provision, rule, or regulation with respect to
    any security, any issuer, or any other person.
    (b) Hearing
      The notice instituting proceedings pursuant to subsection (a) of
    this section shall fix a hearing date not earlier than 30 days nor
    later than 60 days after service of the notice unless an earlier or
    a later date is set by the Commission with the consent of any
    respondent so served.
    (c) Temporary order
      (1) In general
        Whenever the Commission determines that the alleged violation
      or threatened violation specified in the notice instituting
      proceedings pursuant to subsection (a) of this section, or the
      continuation thereof, is likely to result in significant
      dissipation or conversion of assets, significant harm to
      investors, or substantial harm to the public interest, including,
      but not limited to, losses to the Securities Investor Protection
      Corporation, prior to the completion of the proceedings, the
      Commission may enter a temporary order requiring the respondent
      to cease and desist from the violation or threatened violation
      and to take such action to prevent the violation or threatened
      violation and to prevent dissipation or conversion of assets,
      significant harm to investors, or substantial harm to the public
      interest as the Commission deems appropriate pending completion
      of such proceeding. Such an order shall be entered only after
      notice and opportunity for a hearing, unless the Commission
      determines that notice and hearing prior to entry would be
      impracticable or contrary to the public interest. A temporary
      order shall become effective upon service upon the respondent
      and, unless set aside, limited, or suspended by the Commission or
      a court of competent jurisdiction, shall remain effective and
      enforceable pending the completion of the proceedings.
      (2) Applicability
        This subsection shall apply only to a respondent that acts, or,
      at the time of the alleged misconduct acted, as a broker, dealer,
      investment adviser, investment company, municipal securities
      dealer, government securities broker, government securities
      dealer, or transfer agent, or is, or was at the time of the
      alleged misconduct, an associated person of, or a person seeking
      to become associated with, any of the foregoing.
    (d) Review of temporary orders
      (1) Commission review
        At any time after the respondent has been served with a
      temporary cease-and-desist order pursuant to subsection (c) of
      this section, the respondent may apply to the Commission to have
      the order set aside, limited, or suspended. If the respondent has
      been served with a temporary cease-and-desist order entered
      without a prior Commission hearing, the respondent may, within 10
      days after the date on which the order was served, request a
      hearing on such application and the Commission shall hold a
      hearing and render a decision on such application at the earliest
      possible time.
      (2) Judicial review
        Within - 
          (A) 10 days after the date the respondent was served with a
        temporary cease-and-desist order entered with a prior
        Commission hearing, or
          (B) 10 days after the Commission renders a decision on an
        application and hearing under paragraph (1), with respect to
        any temporary cease-and-desist order entered without a prior
        Commission hearing,

      the respondent may apply to the United States district court for
      the district in which the respondent resides or has its principal
      place of business, or for the District of Columbia, for an order
      setting aside, limiting, or suspending the effectiveness or
      enforcement of the order, and the court shall have jurisdiction
      to enter such an order. A respondent served with a temporary
      cease-and-desist order entered without a prior Commission hearing
      may not apply to the court except after hearing and decision by
      the Commission on the respondent's application under paragraph
      (1) of this subsection.
      (3) No automatic stay of temporary order
        The commencement of proceedings under paragraph (2) of this
      subsection shall not, unless specifically ordered by the court,
      operate as a stay of the Commission's order.
      (4) Exclusive review
        Section 77i(a) of this title shall not apply to a temporary
      order entered pursuant to this section.
    (e) Authority to enter order requiring accounting and disgorgement
      In any cease-and-desist proceeding under subsection (a) of this
    section, the Commission may enter an order requiring accounting and
    disgorgement, including reasonable interest. The Commission is
    authorized to adopt rules, regulations, and orders concerning
    payments to investors, rates of interest, periods of accrual, and
    such other matters as it deems appropriate to implement this
    subsection.
    (f) Authority of the Commission to prohibit persons from serving as
      officers or directors
      In any cease-and-desist proceeding under subsection (a) of this
    section, the Commission may issue an order to prohibit,
    conditionally or unconditionally, and permanently or for such
    period of time as it shall determine, any person who has violated
    section 77q(a)(1) of this title or the rules or regulations
    thereunder, from acting as an officer or director of any issuer
    that has a class of securities registered pursuant to section 78l
    of this title, or that is required to file reports pursuant to
    section 78o(d) of this title, if the conduct of that person
    demonstrates unfitness to serve as an officer or director of any
    such issuer.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 8A, as added Pub. L. 101-429,
    title I, Sec. 102, Oct. 15, 1990, 104 Stat. 933; amended Pub. L.
    107-204, title XI, Sec. 1105(b), July 30, 2002, 116 Stat. 809.)


-MISC1-
                                AMENDMENTS                            
      2002 - Subsec. (f). Pub. L. 107-204 added subsec. (f).

                              EFFECTIVE DATE                          
      Section effective Oct. 15, 1990, with provisions relating to
    civil penalties and accounting and disgorgement, see section
    1(c)(1) and (2) of Pub. L. 101-429, set out in an Effective Date of
    1990 Amendment note under section 77g of this title.

-End-



-CITE-
    15 USC Sec. 77i                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77i. Court review of orders

-STATUTE-
      (a) Any person aggrieved by an order of the Commission may obtain
    a review of such order in the court of appeals of the United
    States, within any circuit wherein such person resides or has his
    principal place of business, or in the United States Court of
    Appeals for the District of Columbia, by filing in such Court,
    within sixty days after the entry of such order, a written petition
    praying that the order of the Commission be modified or be set
    aside in whole or in part. A copy of such petition shall be
    forthwith transmitted by the clerk of the court to the Commission,
    and thereupon the Commission shall file in the court the record
    upon which the order complained of was entered, as provided in
    section 2112 of title 28. No objection to the order of the
    Commission shall be considered by the court unless such objection
    shall have been urged before the Commission. The finding of the
    Commission as to the facts, if supported by evidence, shall be
    conclusive. If either party shall apply to the court for leave to
    adduce additional evidence, and shall show to the satisfaction of
    the court that such additional evidence is material and that there
    were reasonable grounds for failure to adduce such evidence in the
    hearing before the Commission, the court may order such additional
    evidence to be taken before the Commission and to be adduced upon
    the hearing in such manner and upon such terms and conditions as to
    the court may seem proper. The Commission may modify its findings
    as to the facts, by reason of the additional evidence so taken, and
    it shall file such modified or new findings, which, if supported by
    evidence, shall be conclusive, and its recommendation, if any, for
    the modification or setting aside of the original order. The
    jurisdiction of the court shall be exclusive and its judgment and
    decree, affirming, modifying, or setting aside, in whole or in
    part, any order of the Commission, shall be final, subject to
    review by the Supreme Court of the United States upon certiorari or
    certification as provided in section 1254 of title 28.
      (b) The commencement of proceedings under subsection (a) of this
    section shall not, unless specifically ordered by the court,
    operate as a stay of the Commission's order.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 9, 48 Stat. 80; Pub. L. 85-
    791, Sec. 9, Aug. 28, 1958, 72 Stat. 945; Pub. L. 100-181, title
    II, Sec. 206, Dec. 4, 1987, 101 Stat. 1252.)


-MISC1-
                                AMENDMENTS                            
      1987 - Subsec. (a). Pub. L. 100-181 substituted "court of
    appeals" for "Circuit Court of Appeals", "United States Court of
    Appeals for the District of Columbia, by filing in such Court" for
    "Court of Appeals of the District of Columbia, by filing in such
    court", and "section 1254 of title 28" for "sections 239 and 240 of
    the Judicial Code, as amended (U.S.C., title 28, secs. 346 and
    347)".
      1958 - Subsec. (a). Pub. L. 85-791, in second sentence,
    substituted "transmitted by the clerk of the court to" for "served
    upon", struck out "certify and" before "file in the court", struck
    out "a transcript of" after "file in the court", and inserted "as
    provided in section 2112 of title 28".


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77j                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77j. Information required in prospectus

-STATUTE-
    (a) Information in registration statement; documents not required
      Except to the extent otherwise permitted or required pursuant to
    this subsection or subsections (c), (d), or (e) of this section - 
        (1) a prospectus relating to a security other than a security
      issued by a foreign government or political subdivision thereof,
      shall contain the information contained in the registration
      statement, but it need not include the documents referred to in
      paragraphs (28) to (32), inclusive, of schedule A of section 77aa
      of this title;
        (2) a prospectus relating to a security issued by a foreign
      government or political subdivision thereof shall contain the
      information contained in the registration statement, but it need
      not include the documents referred to in paragraphs (13) and (14)
      of schedule B of section 77aa of this title;
        (3) notwithstanding the provisions of paragraphs (1) and (2) of
      this subsection when a prospectus is used more than nine months
      after the effective date of the registration statement, the
      information contained therein shall be as of a date not more than
      sixteen months prior to such use, so far as such information is
      known to the user of such prospectus or can be furnished by such
      user without unreasonable effort or expense;
        (4) there may be omitted from any prospectus any of the
      information required under this subsection which the Commission
      may by rules or regulations designate as not being necessary or
      appropriate in the public interest or for the protection of
      investors.
    (b) Summarizations and omissions allowed by rules and regulations
      In addition to the prospectus permitted or required in subsection
    (a) of this section, the Commission shall by rules or regulations
    deemed necessary or appropriate in the public interest or for the
    protection of investors permit the use of a prospectus for the
    purposes of subsection (b)(1) of section 77e of this title which
    omits in part or summarizes information in the prospectus specified
    in subsection (a) of this section. A prospectus permitted under
    this subsection shall, except to the extent the Commission by rules
    or regulations deemed necessary or appropriate in the public
    interest or for the protection of investors otherwise provides, be
    filed as part of the registration statement but shall not be deemed
    a part of such registration statement for the purposes of section
    77k of this title. The Commission may at any time issue an order
    preventing or suspending the use of a prospectus permitted under
    this subsection, if it has reason to believe that such prospectus
    has not been filed (if required to be filed as part of the
    registration statement) or includes any untrue statement of a
    material fact or omits to state any material fact required to be
    stated therein or necessary to make the statements therein, in the
    light of the circumstances under which such prospectus is or is to
    be used, not misleading. Upon issuance of an order under this
    subsection, the Commission shall give notice of the issuance of
    such order and opportunity for hearing by personal service or the
    sending of confirmed telegraphic notice. The Commission shall
    vacate or modify the order at any time for good cause or if such
    prospectus has been filed or amended in accordance with such order.
    (c) Additional information required by rules and regulations
      Any prospectus shall contain such other information as the
    Commission may by rules or regulations require as being necessary
    or appropriate in the public interest or for the protection of
    investors.
    (d) Classification of prospectuses
      In the exercise of its powers under subsections (a), (b), or (c)
    of this section, the Commission shall have authority to classify
    prospectuses according to the nature and circumstances of their use
    or the nature of the security, issue, issuer, or otherwise, and, by
    rules and regulations and subject to such terms and conditions as
    it shall specify therein, to prescribe as to each class the form
    and contents which it may find appropriate and consistent with the
    public interest and the protection of investors.
    (e) Information in conspicuous part of prospectus
      The statements or information required to be included in a
    prospectus by or under authority of subsections (a), (b), (c), or
    (d) of this section, when written, shall be placed in a conspicuous
    part of the prospectus and, except as otherwise permitted by rules
    or regulations, in type as large as that used generally in the body
    of the prospectus.
    (f) Prospectus consisting of radio or television broadcast
      In any case where a prospectus consists of a radio or television
    broadcast, copies thereof shall be filed with the Commission under
    such rules and regulations as it shall prescribe. The Commission
    may by rules and regulations require the filing with it of forms
    and prospectuses used in connection with the offer or sale of
    securities registered under this subchapter.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 10, 48 Stat. 81; June 6, 1934,
    ch. 404, title II, Sec. 205, 48 Stat. 906; Aug. 10, 1954, ch. 667,
    title I, Sec. 8, 68 Stat. 685.)


-MISC1-
                                AMENDMENTS                            
      1954 - Act Aug. 10, 1954, complemented changes in section 77e of
    this title by act Aug. 10, 1954, permitted offering activities in
    the waiting period and in so doing rearranged the sequence of the
    subsections, added new text contained in subsec. (b), and
    renumbered subsecs. (c) and (d) as (e) and (f), respectively.
      1934 - Subsec. (b)(1). Act June 6, 1934, amended par. (1).

                     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.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77k                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77k. Civil liabilities on account of false registration
      statement

-STATUTE-
    (a) Persons possessing cause of action; persons liable
      In case any part of the registration statement, when such part
    became effective, contained an untrue statement of a material fact
    or omitted to state a material fact required to be stated therein
    or necessary to make the statements therein not misleading, any
    person acquiring such security (unless it is proved that at the
    time of such acquisition he knew of such untruth or omission) may,
    either at law or in equity, in any court of competent jurisdiction,
    sue - 
        (1) every person who signed the registration statement;
        (2) every person who was a director of (or person performing
      similar functions) or partner in the issuer at the time of the
      filing of the part of the registration statement with respect to
      which his liability is asserted;
        (3) every person who, with his consent, is named in the
      registration statement as being or about to become a director,
      person performing similar functions, or partner;
        (4) every accountant, engineer, or appraiser, or any person
      whose profession gives authority to a statement made by him, who
      has with his consent been named as having prepared or certified
      any part of the registration statement, or as having prepared or
      certified any report or valuation which is used in connection
      with the registration statement, with respect to the statement in
      such registration statement, report, or valuation, which purports
      to have been prepared or certified by him;
        (5) every underwriter with respect to such security.

      If such person acquired the security after the issuer has made
    generally available to its security holders an earning statement
    covering a period of at least twelve months beginning after the
    effective date of the registration statement, then the right of
    recovery under this subsection shall be conditioned on proof that
    such person acquired the security relying upon such untrue
    statement in the registration statement or relying upon the
    registration statement and not knowing of such omission, but such
    reliance may be established without proof of the reading of the
    registration statement by such person.
    (b) Persons exempt from liability upon proof of issues
      Notwithstanding the provisions of subsection (a) of this section
    no person, other than the issuer, shall be liable as provided
    therein who shall sustain the burden of proof - 
        (1) that before the effective date of the part of the
      registration statement with respect to which his liability is
      asserted (A) he had resigned from or had taken such steps as are
      permitted by law to resign from, or ceased or refused to act in,
      every office, capacity, or relationship in which he was described
      in the registration statement as acting or agreeing to act, and
      (B) he had advised the Commission and the issuer in writing that
      he had taken such action and that he would not be responsible for
      such part of the registration statement; or
        (2) that if such part of the registration statement became
      effective without his knowledge, upon becoming aware of such fact
      he forthwith acted and advised the Commission, in accordance with
      paragraph (1) of this subsection, and, in addition, gave
      reasonable public notice that such part of the registration
      statement had become effective without his knowledge; or
        (3) that (A) as regards any part of the registration statement
      not purporting to be made on the authority of an expert, and not
      purporting to be a copy of or extract from a report or valuation
      of an expert, and not purporting to be made on the authority of a
      public official document or statement, he had, after reasonable
      investigation, reasonable ground to believe and did believe, at
      the time such part of the registration statement became
      effective, that the statements therein were true and that there
      was no omission to state a material fact required to be stated
      therein or necessary to make the statements therein not
      misleading; and (B) as regards any part of the registration
      statement purporting to be made upon his authority as an expert
      or purporting to be a copy of or extract from a report or
      valuation of himself as an expert, (i) he had, after reasonable
      investigation, reasonable ground to believe and did believe, at
      the time such part of the registration statement became
      effective, that the statements therein were true and that there
      was no omission to state a material fact required to be stated
      therein or necessary to make the statements therein not
      misleading, or (ii) such part of the registration statement did
      not fairly represent his statement as an expert or was not a fair
      copy of or extract from his report or valuation as an expert; and
      (C) as regards any part of the registration statement purporting
      to be made on the authority of an expert (other than himself) or
      purporting to be a copy of or extract from a report or valuation
      of an expert (other than himself), he had no reasonable ground to
      believe and did not believe, at the time such part of the
      registration statement became effective, that the statements
      therein were untrue or that there was an omission to state a
      material fact required to be stated therein or necessary to make
      the statements therein not misleading, or that such part of the
      registration statement did not fairly represent the statement of
      the expert or was not a fair copy of or extract from the report
      or valuation of the expert; and (D) as regards any part of the
      registration statement purporting to be a statement made by an
      official person or purporting to be a copy of or extract from a
      public official document, he had no reasonable ground to believe
      and did not believe, at the time such part of the registration
      statement became effective, that the statements therein were
      untrue, or that there was an omission to state a material fact
      required to be stated therein or necessary to make the statements
      therein not misleading, or that such part of the registration
      statement did not fairly represent the statement made by the
      official person or was not a fair copy of or extract from the
      public official document.
    (c) Standard of reasonableness
      In determining, for the purpose of paragraph (3) of subsection
    (b) of this section, what constitutes reasonable investigation and
    reasonable ground for belief, the standard of reasonableness shall
    be that required of a prudent man in the management of his own
    property.
    (d) Effective date of registration statement with regard to
      underwriters
      If any person becomes an underwriter with respect to the security
    after the part of the registration statement with respect to which
    his liability is asserted has become effective, then for the
    purposes of paragraph (3) of subsection (b) of this section such
    part of the registration statement shall be considered as having
    become effective with respect to such person as of the time when he
    became an underwriter.
    (e) Measure of damages; undertaking for payment of costs
      The suit authorized under subsection (a) of this section may be
    to recover such damages as shall represent the difference between
    the amount paid for the security (not exceeding the price at which
    the security was offered to the public) and (1) the value thereof
    as of the time such suit was brought, or (2) the price at which
    such security shall have been disposed of in the market before
    suit, or (3) the price at which such security shall have been
    disposed of after suit but before judgment if such damages shall be
    less than the damages representing the difference between the
    amount paid for the security (not exceeding the price at which the
    security was offered to the public) and the value thereof as of the
    time such suit was brought: Provided, That if the defendant proves
    that any portion or all of such damages represents other than the
    depreciation in value of such security resulting from such part of
    the registration statement, with respect to which his liability is
    asserted, not being true or omitting to state a material fact
    required to be stated therein or necessary to make the statements
    therein not misleading, such portion of or all such damages shall
    not be recoverable. In no event shall any underwriter (unless such
    underwriter shall have knowingly received from the issuer for
    acting as an underwriter some benefit, directly or indirectly, in
    which all other underwriters similarly situated did not share in
    proportion to their respective interests in the underwriting) be
    liable in any suit or as a consequence of suits authorized under
    subsection (a) of this section for damages in excess of the total
    price at which the securities underwritten by him and distributed
    to the public were offered to the public. In any suit under this or
    any other section of this subchapter the court may, in its
    discretion, require an undertaking for the payment of the costs of
    such suit, including reasonable attorney's fees, and if judgment
    shall be rendered against a party litigant, upon the motion of the
    other party litigant, such costs may be assessed in favor of such
    party litigant (whether or not such undertaking has been required)
    if the court believes the suit or the defense to have been without
    merit, in an amount sufficient to reimburse him for the reasonable
    expenses incurred by him, in connection with such suit, such costs
    to be taxed in the manner usually provided for taxing of costs in
    the court in which the suit was heard.
    (f) Joint and several liability; liability of outside director
      (1) Except as provided in paragraph (2), all or any one or more
    of the persons specified in subsection (a) of this section shall be
    jointly and severally liable, and every person who becomes liable
    to make any payment under this section may recover contribution as
    in cases of contract from any person who, if sued separately, would
    have been liable to make the same payment, unless the person who
    has become liable was, and the other was not, guilty of fraudulent
    misrepresentation.
      (2)(A) The liability of an outside director under subsection (e)
    of this section shall be determined in accordance with section 78u-
    4(f) of this title.
      (B) For purposes of this paragraph, the term "outside director"
    shall have the meaning given such term by rule or regulation of the
    Commission.
    (g) Offering price to public as maximum amount recoverable
      In no case shall the amount recoverable under this section exceed
    the price at which the security was offered to the public.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 11, 48 Stat. 82; June 6, 1934,
    ch. 404, title II, Sec. 206, 48 Stat. 907; Pub. L. 104-67, title
    II, Sec. 201(b), Dec. 22, 1995, 109 Stat. 762; Pub. L. 105-353,
    title III, Sec. 301(a)(2), Nov. 3, 1998, 112 Stat. 3235.)


-MISC1-
                                AMENDMENTS                            
      1998 - Subsec. (f)(2)(A). Pub. L. 105-353 made technical
    amendment to reference in original act which appears in text as
    reference to section 78u-4(f) of this title.
      1995 - Subsec. (f). Pub. L. 104-67 designated existing provisions
    as par. (1), substituted "Except as provided in paragraph (2), all"
    for "All", and added par. (2).
      1934 - Subsec. (a). Act June 6, 1934, inserted last par.
      Subsecs. (b)(3), (c) to (e). Act June 6, 1934, amended subsecs.
    (b)(3) and (c) to (e).

                     EFFECTIVE DATE OF 1995 AMENDMENT                 
      Section 202 of title II of Pub. L. 104-67 provided that: "The
    amendments made by this title [amending this section and section
    78u-4 of this title] shall not affect or apply to any private
    action arising under the securities laws commenced before and
    pending on the date of enactment of this Act [Dec. 22, 1995]."

                      CONSTRUCTION OF 1995 AMENDMENT                  
      Nothing in amendment by Pub. L. 104-67 to be deemed to create or
    ratify any implied right of action, or to prevent Commission, by
    rule or regulation, from restricting or otherwise regulating
    private actions under Securities Exchange Act of 1934 (15 U.S.C.
    78a et seq.), see section 203 of Pub. L. 104-67, set out as a
    Construction note under section 78j-1 of this title.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77l                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77l. Civil liabilities arising in connection with prospectuses
      and communications

-STATUTE-
    (a) In general
      Any person who - 
        (1) offers or sells a security in violation of section 77e of
      this title, or
        (2) offers or sells a security (whether or not exempted by the
      provisions of section 77c of this title, other than paragraphs
      (2) and (14) of subsection (a) of said section), by the use of
      any means or instruments of transportation or communication in
      interstate commerce or of the mails, by means of a prospectus or
      oral communication, which includes an untrue statement of a
      material fact or omits to state a material fact necessary in
      order to make the statements, in the light of the circumstances
      under which they were made, not misleading (the purchaser not
      knowing of such untruth or omission), and who shall not sustain
      the burden of proof that he did not know, and in the exercise of
      reasonable care could not have known, of such untruth or
      omission,

    shall be liable, subject to subsection (b) of this section, to the
    person purchasing such security from him, who may sue either at law
    or in equity in any court of competent jurisdiction, to recover the
    consideration paid for such security with interest thereon, less
    the amount of any income received thereon, upon the tender of such
    security, or for damages if he no longer owns the security.
    (b) Loss causation
      In an action described in subsection (a)(2) of this section, if
    the person who offered or sold such security proves that any
    portion or all of the amount recoverable under subsection (a)(2) of
    this section represents other than the depreciation in value of the
    subject security resulting from such part of the prospectus or oral
    communication, with respect to which the liability of that person
    is asserted, not being true or omitting to state a material fact
    required to be stated therein or necessary to make the statement
    not misleading, then such portion or amount, as the case may be,
    shall not be recoverable.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 12, 48 Stat. 84; Aug. 10,
    1954, ch. 667, title I, Sec. 9, 68 Stat. 686; Pub. L. 104-67, title
    I, Sec. 105, Dec. 22, 1995, 109 Stat. 757; Pub. L. 106-554, Sec.
    1(a)(5) [title II, Sec. 208(a)(3)], Dec. 21, 2000, 114 Stat. 2763,
    2763A-435.)


-MISC1-
                                AMENDMENTS                            
      2000 - Subsec. (a)(2). Pub. L. 106-554 substituted "paragraphs
    (2) and (14)" for "paragraph (2)".
      1995 - Pub. L. 104-67 designated existing provisions as subsec.
    (a), inserted heading, inserted ", subject to subsection (b) of
    this section," after "shall be liable" in concluding provisions,
    and added subsec. (b).
      1954 - Act Aug. 10, 1954, inserted "offers or" before "sells" in
    pars. (1) and (2).

                     EFFECTIVE DATE OF 1995 AMENDMENT                 
      Section 108 of title I of Pub. L. 104-67 provided that: "The
    amendments made by this title [enacting sections 77z-1, 77z-2, 78u-
    4, and 78u-5 of this title and amending this section and sections
    77t, 78o, 78t, and 78u of this title and section 1964 of Title 18,
    Crimes and Criminal Procedure] shall not affect or apply to any
    private action arising under title I of the Securities Exchange Act
    of 1934 [15 U.S.C. 78a et seq.] or title I of the Securities Act of
    1933 [15 U.S.C. 77a et seq.], commenced before and pending on the
    date of enactment of this Act [Dec. 22, 1995]."

                     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.

                      CONSTRUCTION OF 1995 AMENDMENT                  
      Nothing in amendment by Pub. L. 104-67 to be deemed to create or
    ratify any implied right of action, or to prevent Commission, by
    rule or regulation, from restricting or otherwise regulating
    private actions under Securities Exchange Act of 1934 (15 U.S.C.
    78a et seq.), see section 203 of Pub. L. 104-67, set out as a
    Construction note under section 78j-1 of this title.

-End-



-CITE-
    15 USC Sec. 77m                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77m. Limitation of actions

-STATUTE-
      No action shall be maintained to enforce any liability created
    under section 77k or 77l(a)(2) of this title unless brought within
    one year after the discovery of the untrue statement or the
    omission, or after such discovery should have been made by the
    exercise of reasonable diligence, or, if the action is to enforce a
    liability created under section 77l(a)(1) of this title, unless
    brought within one year after the violation upon which it is based.
    In no event shall any such action be brought to enforce a liability
    created under section 77k or 77l(a)(1) of this title more than
    three years after the security was bona fide offered to the public,
    or under section 77l(a)(2) of this title more than three years
    after the sale.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 13, 48 Stat. 84; June 6, 1934,
    ch. 404, title II, Sec. 207, 48 Stat. 908; Pub. L. 105-353, title
    III, Sec. 301(a)(3), Nov. 3, 1998, 112 Stat. 3235.)


-MISC1-
                                AMENDMENTS                            
      1998 - Pub. L. 105-353 substituted "77l(a)(2)" for "77l(2)" in
    two places and "77l(a)(1)" for "77l(1)" in two places.
      1934 - Act June 6, 1934, substituted "one year" for "two years",
    "three years" for "ten years", and inserted "or under section
    77l(2) of this title more than three years after the sale".

-End-



-CITE-
    15 USC Sec. 77n                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77n. Contrary stipulations void

-STATUTE-
      Any condition, stipulation, or provision binding any person
    acquiring any security to waive compliance with any provision of
    this subchapter or of the rules and regulations of the Commission
    shall be void.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 14, 48 Stat. 84.)


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77o                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77o. Liability of controlling persons

-STATUTE-
      Every person who, by or through stock ownership, agency, or
    otherwise, or who, pursuant to or in connection with an agreement
    or understanding with one or more other persons by or through stock
    ownership, agency, or otherwise, controls any person liable under
    sections 77k or 77l of this title, shall also be liable jointly and
    severally with and to the same extent as such controlled person to
    any person to whom such controlled person is liable, unless the
    controlling person had no knowledge of or reasonable ground to
    believe in the existence of the facts by reason of which the
    liability of the controlled person is alleged to exist.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 15, 48 Stat. 84; June 6, 1934,
    ch. 404, title II, Sec. 208, 48 Stat. 908.)


-MISC1-
                                AMENDMENTS                            
      1934 - Act June 6, 1934, exempted from liability controlling
    persons having no knowledge or reasonable grounds for belief.

-End-



-CITE-
    15 USC Sec. 77p                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77p. Additional remedies; limitation on remedies

-STATUTE-
    (a) Remedies additional
      Except as provided in subsection (b) of this section, the rights
    and remedies provided by this subchapter shall be in addition to
    any and all other rights and remedies that may exist at law or in
    equity.
    (b) Class action limitations
      No covered class action based upon the statutory or common law of
    any State or subdivision thereof may be maintained in any State or
    Federal court by any private party alleging - 
        (1) an untrue statement or omission of a material fact in
      connection with the purchase or sale of a covered security; or
        (2) that the defendant used or employed any manipulative or
      deceptive device or contrivance in connection with the purchase
      or sale of a covered security.
    (c) Removal of covered class actions
      Any covered class action brought in any State court involving a
    covered security, as set forth in subsection (b) of this section,
    shall be removable to the Federal district court for the district
    in which the action is pending, and shall be subject to subsection
    (b) of this section.
    (d) Preservation of certain actions
      (1) Actions under State law of State of incorporation
        (A) Actions preserved
          Notwithstanding subsection (b) or (c) of this section, a
        covered class action described in subparagraph (B) of this
        paragraph that is based upon the statutory or common law of the
        State in which the issuer is incorporated (in the case of a
        corporation) or organized (in the case of any other entity) may
        be maintained in a State or Federal court by a private party.
        (B) Permissible actions
          A covered class action is described in this subparagraph if
        it involves - 
            (i) the purchase or sale of securities by the issuer or an
          affiliate of the issuer exclusively from or to holders of
          equity securities of the issuer; or
            (ii) any recommendation, position, or other communication
          with respect to the sale of securities of the issuer that - 
              (I) is made by or on behalf of the issuer or an affiliate
            of the issuer to holders of equity securities of the
            issuer; and
              (II) concerns decisions of those equity holders with
            respect to voting their securities, acting in response to a
            tender or exchange offer, or exercising dissenters' or
            appraisal rights.
      (2) State actions
        (A) In general
          Notwithstanding any other provision of this section, nothing
        in this section may be construed to preclude a State or
        political subdivision thereof or a State pension plan from
        bringing an action involving a covered security on its own
        behalf, or as a member of a class comprised solely of other
        States, political subdivisions, or State pension plans that are
        named plaintiffs, and that have authorized participation, in
        such action.
        (B) "State pension plan" defined
          For purposes of this paragraph, the term "State pension plan"
        means a pension plan established and maintained for its
        employees by the government of the State or political
        subdivision thereof, or by any agency or instrumentality
        thereof.
      (3) Actions under contractual agreements between issuers and
        indenture trustees
        Notwithstanding subsection (b) or (c) of this section, a
      covered class action that seeks to enforce a contractual
      agreement between an issuer and an indenture trustee may be
      maintained in a State or Federal court by a party to the
      agreement or a successor to such party.
      (4) Remand of removed actions
        In an action that has been removed from a State court pursuant
      to subsection (c) of this section, if the Federal court
      determines that the action may be maintained in State court
      pursuant to this subsection, the Federal court shall remand such
      action to such State court.
    (e) Preservation of State jurisdiction
      The securities commission (or any agency or office performing
    like functions) of any State shall retain jurisdiction under the
    laws of such State to investigate and bring enforcement actions.
    (f) Definitions
      For purposes of this section, the following definitions shall
    apply:
      (1) Affiliate of the issuer
        The term "affiliate of the issuer" means a person that directly
      or indirectly, through one or more intermediaries, controls or is
      controlled by or is under common control with, the issuer.
      (2) Covered class action
        (A) In general
          The term "covered class action" means - 
            (i) any single lawsuit in which - 
              (I) damages are sought on behalf of more than 50 persons
            or prospective class members, and questions of law or fact
            common to those persons or members of the prospective
            class, without reference to issues of individualized
            reliance on an alleged misstatement or omission,
            predominate over any questions affecting only individual
            persons or members; or
              (II) one or more named parties seek to recover damages on
            a representative basis on behalf of themselves and other
            unnamed parties similarly situated, and questions of law or
            fact common to those persons or members of the prospective
            class predominate over any questions affecting only
            individual persons or members; or

            (ii) any group of lawsuits filed in or pending in the same
          court and involving common questions of law or fact, in which
          - 
              (I) damages are sought on behalf of more than 50 persons;
            and
              (II) the lawsuits are joined, consolidated, or otherwise
            proceed as a single action for any purpose.
        (B) Exception for derivative actions
          Notwithstanding subparagraph (A), the term "covered class
        action" does not include an exclusively derivative action
        brought by one or more shareholders on behalf of a corporation.
        (C) Counting of certain class members
          For purposes of this paragraph, a corporation, investment
        company, pension plan, partnership, or other entity, shall be
        treated as one person or prospective class member, but only if
        the entity is not established for the purpose of participating
        in the action.
        (D) Rule of construction
          Nothing in this paragraph shall be construed to affect the
        discretion of a State court in determining whether actions
        filed in such court should be joined, consolidated, or
        otherwise allowed to proceed as a single action.
      (3) Covered security
        The term "covered security" means a security that satisfies the
      standards for a covered security specified in paragraph (1) or
      (2) of section 77r(b) of this title at the time during which it
      is alleged that the misrepresentation, omission, or manipulative
      or deceptive conduct occurred, except that such term shall not
      include any debt security that is exempt from registration under
      this subchapter pursuant to rules issued by the Commission under
      section 77d(2) of this title.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 16, 48 Stat. 84; Pub. L. 105-
    353, title I, Sec. 101(a)(1), Nov. 3, 1998, 112 Stat. 3227.)


-MISC1-
                                AMENDMENTS                            
      1998 - Pub. L. 105-353 amended section catchline and text
    generally. Prior to amendment, text read as follows: "The rights
    and remedies provided by this subchapter shall be in addition to
    any and all other rights and remedies that may exist at law or in
    equity."

                     EFFECTIVE DATE OF 1998 AMENDMENT                 
      Pub. L. 105-353, title I, Sec. 101(c), Nov. 3, 1998, 112 Stat.
    3233, provided that: "The amendments made by this section [amending
    this section and sections 77v, 77z-1, 78u-4, and 78bb of this
    title] shall not affect or apply to any action commenced before and
    pending on the date of enactment of this Act [Nov. 3, 1998]."

-End-



-CITE-
    15 USC Sec. 77q                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77q. Fraudulent interstate transactions

-STATUTE-
    (a) Use of interstate commerce for purpose of fraud or deceit
      It shall be unlawful for any person in the offer or sale of any
    securities or any security-based swap agreement (as defined in
    section 206B of the Gramm-Leach-Bliley Act) by the use of any means
    or instruments of transportation or communication in interstate
    commerce or by use of the mails, directly or indirectly - 
        (1) to employ any device, scheme, or artifice to defraud, or
        (2) to obtain money or property by means of any untrue
      statement of a material fact or any omission to state a material
      fact necessary in order to make the statements made, in light of
      the circumstances under which they were made, not misleading; or
        (3) to engage in any transaction, practice, or course of
      business which operates or would operate as a fraud or deceit
      upon the purchaser.
    (b) Use of interstate commerce for purpose of offering for sale
      It shall be unlawful for any person, by the use of any means or
    instruments of transportation or communication in interstate
    commerce or by the use of the mails, to publish, give publicity to,
    or circulate any notice, circular, advertisement, newspaper,
    article, letter, investment service, or communication which, though
    not purporting to offer a security for sale, describes such
    security for a consideration received or to be received, directly
    or indirectly, from an issuer, underwriter, or dealer, without
    fully disclosing the receipt, whether past or prospective, of such
    consideration and the amount thereof.
    (c) Exemptions of section 77c not applicable to this section
      The exemptions provided in section 77c of this title shall not
    apply to the provisions of this section.
    (d) Authority with respect to security-based swap agreements
      The authority of the Commission under this section with respect
    to security-based swap agreements (as defined in section 206B of
    the Gramm-Leach-Bliley Act) shall be subject to the restrictions
    and limitations of section 77b-1(b) of this title.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 17, 48 Stat. 84; Aug. 10,
    1954, ch. 667, title I, Sec. 10, 68 Stat. 686; Pub. L. 106-554,
    Sec. 1(a)(5) [title III, Sec. 302(b), (c)], Dec. 21, 2000, 114
    Stat. 2763, 2763A-452.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Section 206B of the Gramm-Leach-Bliley Act, referred to in
    subsecs. (a) and (d), is section 206B of Pub. L. 106-102 which is
    set out in a note under section 78c of this title.


-MISC1-
                                AMENDMENTS                            
      2000 - Subsec. (a). Pub. L. 106-554, Sec. 1(a)(5) [title III,
    Sec. 302(b)], amended subsec. (a) generally. Prior to amendment,
    subsec. (a) read as follows: "It shall be unlawful for any person
    in the offer or sale of any securities by the use of any means or
    instruments of transportation or communication in interstate
    commerce or by the use of the mails, directly or indirectly - 
        "(1) to employ any device, scheme, or artifice to defraud, or
        "(2) to obtain money or property by means of any untrue
      statement of a material fact or any omission to state a material
      fact necessary in order to make the statements made, in the light
      of the circumstances under which they were made, not misleading,
      or
        "(3) to engage in any transaction, practice, or course of
      business which operates or would operate as a fraud or deceit
      upon the purchaser."
      Subsec. (d). Pub. L. 106-554, Sec. 1(a)(5) [title III, Sec.
    302(c)], added subsec. (d).
      1954 - Subsec. (a). Act Aug. 10, 1954, inserted "offer or" before
    "sale" in introductory text.

                     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.

-End-



-CITE-
    15 USC Sec. 77r                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77r. Exemption from State regulation of securities offerings

-STATUTE-
    (a) Scope of exemption
      Except as otherwise provided in this section, no law, rule,
    regulation, or order, or other administrative action of any State
    or any political subdivision thereof - 
        (1) requiring, or with respect to, registration or
      qualification of securities, or registration or qualification of
      securities transactions, shall directly or indirectly apply to a
      security that - 
          (A) is a covered security; or
          (B) will be a covered security upon completion of the
        transaction;

        (2) shall directly or indirectly prohibit, limit, or impose any
      conditions upon the use of - 
          (A) with respect to a covered security described in
        subsection (b) of this section, any offering document that is
        prepared by or on behalf of the issuer; or
          (B) any proxy statement, report to shareholders, or other
        disclosure document relating to a covered security or the
        issuer thereof that is required to be and is filed with the
        Commission or any national securities organization registered
        under section 78o-3 of this title, except that this
        subparagraph does not apply to the laws, rules, regulations, or
        orders, or other administrative actions of the State of
        incorporation of the issuer; or

        (3) shall directly or indirectly prohibit, limit, or impose
      conditions, based on the merits of such offering or issuer, upon
      the offer or sale of any security described in paragraph (1).
    (b) Covered securities
      For purposes of this section, the following are covered
    securities:
      (1) Exclusive Federal registration of nationally traded
        securities
        A security is a covered security if such security is - 
          (A) listed, or authorized for listing, on the New York Stock
        Exchange or the American Stock Exchange, or listed, or
        authorized for listing, on the National Market System of the
        Nasdaq Stock Market (or any successor to such entities);
          (B) listed, or authorized for listing, on a national
        securities exchange (or tier or segment thereof) that has
        listing standards that the Commission determines by rule (on
        its own initiative or on the basis of a petition) are
        substantially similar to the listing standards applicable to
        securities described in subparagraph (A); or
          (C) is a security of the same issuer that is equal in
        seniority or that is a senior security to a security described
        in subparagraph (A) or (B).
      (2) Exclusive Federal registration of investment companies
        A security is a covered security if such security is a security
      issued by an investment company that is registered, or that has
      filed a registration statement, under the Investment Company Act
      of 1940 [15 U.S.C. 80a-1 et seq.].
      (3) Sales to qualified purchasers
        A security is a covered security with respect to the offer or
      sale of the security to qualified purchasers, as defined by the
      Commission by rule. In prescribing such rule, the Commission may
      define the term "qualified purchaser" differently with respect to
      different categories of securities, consistent with the public
      interest and the protection of investors.
      (4) Exemption in connection with certain exempt offerings
        A security is a covered security with respect to a transaction
      that is exempt from registration under this subchapter pursuant
      to - 
          (A) paragraph (1) or (3) of section 77d of this title, and
        the issuer of such security files reports with the Commission
        pursuant to section 78m or 78o(d) of this title;
          (B) section 77d(4) of this title;
          (C) section 77c(a) of this title, other than the offer or
        sale of a security that is exempt from such registration
        pursuant to paragraph (4), (10), or (11) of such section,
        except that a municipal security that is exempt from such
        registration pursuant to paragraph (2) of such section is not a
        covered security with respect to the offer or sale of such
        security in the State in which the issuer of such security is
        located; or
          (D) Commission rules or regulations issued under section
        77d(2) of this title, except that this subparagraph does not
        prohibit a State from imposing notice filing requirements that
        are substantially similar to those required by rule or
        regulation under section 77d(2) of this title that are in
        effect on September 1, 1996.
    (c) Preservation of authority
      (1) Fraud authority
        Consistent with this section, the securities commission (or any
      agency or office performing like functions) of any State shall
      retain jurisdiction under the laws of such State to investigate
      and bring enforcement actions with respect to fraud or deceit, or
      unlawful conduct by a broker or dealer, in connection with
      securities or securities transactions.
      (2) Preservation of filing requirements
        (A) Notice filings permitted
          Nothing in this section prohibits the securities commission
        (or any agency or office performing like functions) of any
        State from requiring the filing of any document filed with the
        Commission pursuant to this subchapter, together with annual or
        periodic reports of the value of securities sold or offered to
        be sold to persons located in the State (if such sales data is
        not included in documents filed with the Commission), solely
        for notice purposes and the assessment of any fee, together
        with a consent to service of process and any required fee.
        (B) Preservation of fees
          (i) In general
            Until otherwise provided by law, rule, regulation, or
          order, or other administrative action of any State, or any
          political subdivision thereof, adopted after October 11,
          1996, filing or registration fees with respect to securities
          or securities transactions shall continue to be collected in
          amounts determined pursuant to State law as in effect on the
          day before October 11, 1996.
          (ii) Schedule
            The fees required by this subparagraph shall be paid, and
          all necessary supporting data on sales or offers for sales
          required under subparagraph (A), shall be reported on the
          same schedule as would have been applicable had the issuer
          not relied on the exemption provided in subsection (a) of
          this section.
        (C) Availability of preemption contingent on payment of fees
          (i) In general
            During the period beginning on October 11, 1996, and ending
          3 years after October 11, 1996, the securities commission (or
          any agency or office performing like functions) of any State
          may require the registration of securities issued by any
          issuer who refuses to pay the fees required by subparagraph
          (B).
          (ii) Delays
            For purposes of this subparagraph, delays in payment of
          fees or underpayments of fees that are promptly remedied
          shall not constitute a refusal to pay fees.
        (D) Fees not permitted on listed securities
          Notwithstanding subparagraphs (A), (B), and (C), no filing or
        fee may be required with respect to any security that is a
        covered security pursuant to subsection (b)(1) of this section,
        or will be such a covered security upon completion of the
        transaction, or is a security of the same issuer that is equal
        in seniority or that is a senior security to a security that is
        a covered security pursuant to subsection (b)(1) of this
        section.
      (3) Enforcement of requirements
        Nothing in this section shall prohibit the securities
      commission (or any agency or office performing like functions) of
      any State from suspending the offer or sale of securities within
      such State as a result of the failure to submit any filing or fee
      required under law and permitted under this section.
    (d) Definitions
      For purposes of this section, the following definitions shall
    apply:
      (1) Offering document
        The term "offering document" - 
          (A) has the meaning given the term "prospectus" in section
        77b(a)(10) of this title, but without regard to the provisions
        of subparagraphs (a) and (b) of that section; and
          (B) includes a communication that is not deemed to offer a
        security pursuant to a rule of the Commission.
      (2) Prepared by or on behalf of the issuer
        Not later than 6 months after October 11, 1996, the Commission
      shall, by rule, define the term "prepared by or on behalf of the
      issuer" for purposes of this section.
      (3) State
        The term "State" has the same meaning as in section 78c of this
      title.
      (4) Senior security
        The term "senior security" means any bond, debenture, note, or
      similar obligation or instrument constituting a security and
      evidencing indebtedness, and any stock of a class having priority
      over any other class as to distribution of assets or payment of
      dividends.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 18, 48 Stat. 85; Pub. L. 104-
    290, title I, Sec. 102(a), Oct. 11, 1996, 110 Stat. 3417; Pub. L.
    105-353, title III, Secs. 301(a)(4), 302, Nov. 3, 1998, 112 Stat.
    3235, 3237.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Investment Company Act of 1940, referred to in subsec.
    (b)(2), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, as
    amended, which is classified generally to subchapter I (Sec. 80a-1
    et seq.) of chapter 2D of this title. For complete classification
    of this Act to the Code, see section 80a-51 of this title and
    Tables.


-MISC1-
                                AMENDMENTS                            
      1998 - Subsec. (b)(1)(A). Pub. L. 105-353, Sec. 301(a)(4)(A),
    inserted ", or authorized for listing," after "Exchange, or
    listed".
      Subsec. (b)(4)(C). Pub. L. 105-353, Sec. 302, substituted
    "paragraph (4), (10), or (11)" for "paragraph (4) or (11)".
      Subsec. (c)(2)(B)(i), (C)(i). Pub. L. 105-353, Sec. 301(a)(4)(B),
    (C), made technical amendments to references in original act which
    appear in text as references to October 11, 1996.
      Subsec. (d)(1)(A). Pub. L. 105-353, Sec. 301(a)(4)(D),
    substituted "section 77b(a)(10)" for "section 77b(10)" and
    "subparagraphs (a) and (b)" for "subparagraphs (A) and (B)".
      Subsec. (d)(2). Pub. L. 105-353, Sec. 301(a)(4)(E), made
    technical amendment to reference in original act which appears in
    text as reference to October 11, 1996.
      Subsec. (d)(4). Pub. L. 105-353, Sec. 301(a)(4)(F), substituted
    "The term" for "For purposes of this paragraph, the term".
      1996 - Pub. L. 104-290 substituted "Exemption from State
    regulation of securities offerings" for "State control of
    securities" as section catchline and amended text generally. Prior
    to amendment, text read as follows: "Nothing in this subchapter
    shall affect the jurisdiction of the securities commission (or any
    agency or office performing like functions) of any State or
    Territory of the United States, or the District of Columbia, over
    any security or any person."


-TRANS-
                           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.


-MISC2-
      STUDY AND REPORT ON UNIFORMITY OF STATE REGULATORY REQUIREMENTS  
      Section 102(b) of Pub. L. 104-290 provided that: "The Commission
    shall conduct a study, after consultation with States, issuers,
    brokers, and dealers, on the extent to which uniformity of State
    regulatory requirements for securities or securities transactions
    has been achieved for securities that are not covered securities
    (within the meaning of section 18 of the Securities Act of 1933 [15
    U.S.C. 77r], as amended by paragraph (1) of this subsection). Not
    later than 1 year after the date of enactment of this Act [Oct. 11,
    1996], the Commission shall submit a report to the Congress on the
    results of such study."

-End-



-CITE-
    15 USC Sec. 77r-1                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77r-1. Preemption of State law

-STATUTE-
    (a) Authority to purchase, hold, and invest in securities;
      securities considered as obligations of United States
      (1) Any person, trust, corporation, partnership, association,
    business trust, or business entity created pursuant to or existing
    under the laws of the United States or any State shall be
    authorized to purchase, hold, and invest in securities that are - 
        (A) offered and sold pursuant to section 77d(5) of this title,
        (B) mortgage related securities (as that term is defined in
      section 78c(a)(41) of this title),
        (C) small business related securities (as defined in section
      78c(a)(53) of this title), or
        (D) securities issued or guaranteed by the Federal Home Loan
      Mortgage Corporation or the Federal National Mortgage
      Association,

    to the same extent that such person, trust, corporation,
    partnership, association, business trust, or business entity is
    authorized under any applicable law to purchase, hold or invest in
    obligations issued by or guaranteed as to principal and interest by
    the United States or any agency or instrumentality thereof.
      (2) Where State law limits the purchase, holding, or investment
    in obligations issued by the United States by such a person, trust,
    corporation, partnership, association, business trust, or business
    entity, such securities that are - 
        (A) offered and sold pursuant to section 77d(5) of this title,
        (B) mortgage related securities (as that term is defined in
      section 78c(a)(41) of this title),
        (C) small business related securities (as defined in section
      78c(a)(53) of this title), or
        (D) securities issued or guaranteed by the Federal Home Loan
      Mortgage Corporation or the Federal National Mortgage
      Association,

    shall be considered to be obligations issued by the United States
    for purposes of the limitation.
    (b) Exception; validity of contracts under prior law
      The provisions of subsection (a) of this section shall not apply
    with respect to a particular person, trust, corporation,
    partnership, association, business trust, or business entity or
    class thereof in any State that, prior to the expiration of seven
    years after October 3, 1984, enacts a statute that specifically
    refers to this section and either prohibits or provides for a more
    limited authority to purchase, hold, or invest in such securities
    by any person, trust, corporation, partnership, association,
    business trust, or business entity or class thereof than is
    provided in subsection (a) of this section. The enactment by any
    State of any statute of the type described in the preceding
    sentence shall not affect the validity of any contractual
    commitment to purchase, hold, or invest that was made prior thereto
    and shall not require the sale or other disposition of any
    securities acquired prior thereto.
    (c) Registration and qualification requirements; exemption;
      subsequent enactment by State
      Any securities that are offered and sold pursuant to section
    77d(5) of this title, that are mortgage related securities (as that
    term is defined in section 78c(a)(41) of this title), or that are
    small business related securities (as defined in section 78c(a)(53)
    of this title) shall be exempt from any law of any State with
    respect to or requiring registration or qualification of securities
    or real estate to the same extent as any obligation issued by or
    guaranteed as to principal and interest by the United States or any
    agency or instrumentality thereof. Any State may, prior to the
    expiration of seven years after October 3, 1984, enact a statute
    that specifically refers to this section and requires registration
    or qualification of any such security on terms that differ from
    those applicable to any obligation issued by the United States.
    (d) Implementation
      (1) Limitation
        The provisions of subsections (a) and (b) of this section
      concerning small business related securities shall not apply with
      respect to a particular person, trust, corporation, partnership,
      association, business trust, or business entity or class thereof
      in any State that, prior to the expiration of 7 years after
      September 23, 1994, enacts a statute that specifically refers to
      this section and either prohibits or provides for a more limited
      authority to purchase, hold, or invest in such small business
      related securities by any person, trust, corporation,
      partnership, association, business trust, or business entity or
      class thereof than is provided in this section. The enactment by
      any State of any statute of the type described in the preceding
      sentence shall not affect the validity of any contractual
      commitment to purchase, hold, or invest that was made prior to
      such enactment, and shall not require the sale or other
      disposition of any small business related securities acquired
      prior to the date of such enactment.
      (2) State registration or qualification requirements
        Any State may, not later than 7 years after September 23, 1994,
      enact a statute that specifically refers to this section and
      requires registration or qualification of any small business
      related securities on terms that differ from those applicable to
      any obligation issued by the United States.

-SOURCE-
    (Pub. L. 98-440, title I, Sec. 106, Oct. 3, 1984, 98 Stat. 1691;
    Pub. L. 103-325, title II, Sec. 207, Sept. 23, 1994, 108 Stat.
    2199.)

-COD-
                               CODIFICATION                           
      Section was enacted as part of the Secondary Mortgage Market
    Enhancement Act of 1984, and not as part of the Securities Act of
    1933, which comprises this subchapter.


-MISC1-
                                AMENDMENTS                            
      1994 - Subsec. (a)(1)(B) to (D). Pub. L. 103-325, Sec. 207(a),
    struck out "or" at end of subpar. (B), added subpar. (C), and
    redesignated former subpar. (C) as (D).
      Subsec. (a)(2)(B) to (D). Pub. L. 103-325, Sec. 207(b), struck
    out "or" at end of subpar. (B), added subpar. (C), and redesignated
    former subpar. (C) as (D).
      Subsec. (c). Pub. L. 103-325, Sec. 207(c), in first sentence
    substituted ", that" for "or that" before "are mortgage related
    securities" and inserted ", or that are small business related
    securities (as defined in section 78c(a)(53) of this title)" before
    "shall be exempt".
      Subsec. (d). Pub. L. 103-325, Sec. 207(d), added subsec. (d).

-End-



-CITE-
    15 USC Sec. 77s                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77s. Special powers of Commission

-STATUTE-
    (a) Rules and regulations
      The Commission shall have authority from time to time to make,
    amend, and rescind such rules and regulations as may be necessary
    to carry out the provisions of this subchapter, including rules and
    regulations governing registration statements and prospectuses for
    various classes of securities and issuers, and defining accounting,
    technical, and trade terms used in this subchapter. Among other
    things, the Commission shall have authority, for the purposes of
    this subchapter, to prescribe the form or forms in which required
    information shall be set forth, the items or details to be shown in
    the balance sheet and earning statement, and the methods to be
    followed in the preparation of accounts, in the appraisal or
    valuation of assets and liabilities, in the determination of
    depreciation and depletion, in the differentiation of recurring and
    nonrecurring income, in the differentiation of investment and
    operating income, and in the preparation, where the Commission
    deems it necessary or desirable, of consolidated balance sheets or
    income accounts of any person directly or indirectly controlling or
    controlled by the issuer, or any person under direct or indirect
    common control with the issuer. The rules and regulations of the
    Commission shall be effective upon publication in the manner which
    the Commission shall prescribe. No provision of this subchapter
    imposing any liability shall apply to any act done or omitted in
    good faith in conformity with any rule or regulation of the
    Commission, notwithstanding that such rule or regulation may, after
    such act or omission, be amended or rescinded or be determined by
    judicial or other authority to be invalid for any reason.
    (b) Recognition of accounting standards
      (1) In general
        In carrying out its authority under subsection (a) of this
      section and under section 78m(b) of this title, the Commission
      may recognize, as "generally accepted" for purposes of the
      securities laws, any accounting principles established by a
      standard setting body - 
          (A) that - 
            (i) is organized as a private entity;
            (ii) has, for administrative and operational purposes, a
          board of trustees (or equivalent body) serving in the public
          interest, the majority of whom are not, concurrent with their
          service on such board, and have not been during the 2-year
          period preceding such service, associated persons of any
          registered public accounting firm;
            (iii) is funded as provided in section 7219 of this title;
            (iv) has adopted procedures to ensure prompt consideration,
          by majority vote of its members, of changes to accounting
          principles necessary to reflect emerging accounting issues
          and changing business practices; and
            (v) considers, in adopting accounting principles, the need
          to keep standards current in order to reflect changes in the
          business environment, the extent to which international
          convergence on high quality accounting standards is necessary
          or appropriate in the public interest and for the protection
          of investors; and

          (B) that the Commission determines has the capacity to assist
        the Commission in fulfilling the requirements of subsection (a)
        of this section and section 78m(b) of this title, because, at a
        minimum, the standard setting body is capable of improving the
        accuracy and effectiveness of financial reporting and the
        protection of investors under the securities laws.
      (2) Annual report
        A standard setting body described in paragraph (1) shall submit
      an annual report to the Commission and the public, containing
      audited financial statements of that standard setting body.
    (c) Production of evidence
      For the purpose of all investigations which, in the opinion of
    the Commission, are necessary and proper for the enforcement of
    this subchapter, any member of the Commission or any officer or
    officers designated by it are empowered to administer oaths and
    affirmations, subpena witnesses, take evidence, and require the
    production of any books, papers, or other documents which the
    Commission deems relevant or material to the inquiry. Such
    attendance of witnesses and the production of such documentary
    evidence may be required from any place in the United States or any
    Territory at any designated place of hearing.
    (d) Federal and State cooperation
      (1) The Commission is authorized to cooperate with any
    association composed of duly constituted representatives of State
    governments whose primary assignment is the regulation of the
    securities business within those States, and which, in the judgment
    of the Commission, could assist in effectuating greater uniformity
    in Federal-State securities matters. The Commission shall, at its
    discretion, cooperate, coordinate, and share information with such
    an association for the purposes of carrying out the policies and
    projects set forth in paragraphs (2) and (3).
      (2) It is the declared policy of this subsection that there
    should be greater Federal and State cooperation in securities
    matters, including - 
        (A) maximum effectiveness of regulation,
        (B) maximum uniformity in Federal and State regulatory
      standards,
        (C) minimum interference with the business of capital
      formation, and
        (D) a substantial reduction in costs and paperwork to diminish
      the burdens of raising investment capital (particularly by small
      business) and to diminish the costs of the administration of the
      Government programs involved.

      (3) The purpose of this subsection is to engender cooperation
    between the Commission, any such association of State securities
    officials, and other duly constituted securities associations in
    the following areas:
        (A) the sharing of information regarding the registration or
      exemption of securities issues applied for in the various States;
        (B) the development and maintenance of uniform securities forms
      and procedures; and
        (C) the development of a uniform exemption from registration
      for small issuers which can be agreed upon among several States
      or between the States and the Federal Government. The Commission
      shall have the authority to adopt such an exemption as agreed
      upon for Federal purposes. Nothing in this chapter shall be
      construed as authorizing preemption of State law.

      (4) In order to carry out these policies and purposes, the
    Commission shall conduct an annual conference as well as such other
    meetings as are deemed necessary, to which representatives from
    such securities associations, securities self-regulatory
    organizations, agencies, and private organizations involved in
    capital formation shall be invited to participate.
      (5) For fiscal year 1982, and for each of the three succeeding
    fiscal years, there are authorized to be appropriated such amounts
    as may be necessary and appropriate to carry out the policies,
    provisions, and purposes of this subsection. Any sums so
    appropriated shall remain available until expended.
      (6) Notwithstanding any other provision of law, neither the
    Commission nor any other person shall be required to establish any
    procedures not specifically required by the securities laws, as
    that term is defined in section 78c(a)(47) of this title, or by
    chapter 5 of title 5, in connection with cooperation, coordination,
    or consultation with - 
        (A) any association referred to in paragraph (1) or (3) or any
      conference or meeting referred to in paragraph (4), while such
      association, conference, or meeting is carrying out activities in
      furtherance of the provisions of this subsection; or
        (B) any forum, agency, or organization, or group referred to in
      section 80c-1 of this title, while such forum, agency,
      organization, or group is carrying out activities in furtherance
      of the provisions of such section 80c-1.

    As used in this paragraph, the terms "association", "conference",
    "meeting", "forum", "agency", "organization", and "group" include
    any committee, subgroup, or representative of such entities.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 19, 48 Stat. 85; June 6, 1934,
    ch. 404, title II, Sec. 209, 48 Stat. 908; Pub. L. 94-210, title
    III, Sec. 308(a)(2), Feb. 5, 1976, 90 Stat. 57; Pub. L. 96-477,
    title V, Sec. 505, Oct. 21, 1980, 94 Stat. 2292; Pub. L. 100-181,
    title II, Sec. 207, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 107-204,
    title I, Sec. 108(a), July 30, 2002, 116 Stat. 768.)


-MISC1-
                                AMENDMENTS                            
      2002 - Subsecs. (b) to (d). Pub. L. 107-204 added subsec. (b) and
    redesignated former subsecs. (b) and (c) as (c) and (d),
    respectively.
      1987 - Subsec. (c)(6). Pub. L. 100-181 added par. (6).
      1980 - Subsec. (c). Pub. L. 96-477 added subsec. (c).
      1976 - Subsec. (a). Pub. L. 94-210 struck out provisions relating
    to rules and regulations applicable to any common carrier subject
    to the provisions of section 20 of title 49.
      1934 - Subsec. (a). Act June 6, 1934, inserted "technical" in
    first sentence and inserted last sentence.

                     EFFECTIVE DATE OF 1980 AMENDMENT                 
      Amendment by Pub. L. 96-477 effective Jan. 1, 1981, see section
    507 of Pub. L. 96-477, set out as an Effective Date note under
    section 80c of this title.

                     EFFECTIVE DATE OF 1976 AMENDMENT                 
      Amendment by Pub. L. 94-210 effective on 60th day after Feb. 5,
    1976, but not applicable to any bona fide offering of a security
    made by the issuer, or by or through an underwriter, before such
    60th day, see section 308(d)(1) of Pub. L. 94-210, set out as a
    note under section 77c of this title.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77t                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77t. Injunctions and prosecution of offenses

-STATUTE-
    (a) Investigation of violations
      Whenever it shall appear to the Commission, either upon complaint
    or otherwise, that the provisions of this subchapter, or of any
    rule or regulation prescribed under authority thereof, have been or
    are about to be violated, it may, in its discretion, either require
    or permit such person to file with it a statement in writing, under
    oath, or otherwise, as to all the facts and circumstances
    concerning the subject matter which it believes to be in the public
    interest to investigate, and may investigate such facts.
    (b) Action for injunction or criminal prosecution in district court
      Whenever it shall appear to the Commission that any person is
    engaged or about to engage in any acts or practices which
    constitute or will constitute a violation of the provisions of this
    subchapter, or of any rule or regulation prescribed under authority
    thereof, the Commission may, in its discretion, bring an action in
    any district court of the United States, or United States court of
    any Territory, to enjoin such acts or practices, and upon a proper
    showing, a permanent or temporary injunction or restraining order
    shall be granted without bond. The Commission may transmit such
    evidence as may be available concerning such acts or practices to
    the Attorney General who may, in his discretion, institute the
    necessary criminal proceedings under this subchapter. Any such
    criminal proceeding may be brought either in the district wherein
    the transmittal of the prospectus or security complained of begins,
    or in the district wherein such prospectus or security is received.
    (c) Writ of mandamus
      Upon application of the Commission, the district courts of the
    United States and the United States courts of any Territory shall
    have jurisdiction to issue writs of mandamus commanding any person
    to comply with the provisions of this subchapter or any order of
    the Commission made in pursuance thereof.
    (d) Money penalties in civil actions
      (1) Authority of Commission
        Whenever it shall appear to the Commission that any person has
      violated any provision of this subchapter, the rules or
      regulations thereunder, or a cease-and-desist order entered by
      the Commission pursuant to section 77h-1 of this title, other
      than by committing a violation subject to a penalty pursuant to
      section 78u-1 of this title, the Commission may bring an action
      in a United States district court to seek, and the court shall
      have jurisdiction to impose, upon a proper showing, a civil
      penalty to be paid by the person who committed such violation.
      (2) Amount of penalty
        (A) First tier
          The amount of the penalty shall be determined by the court in
        light of the facts and circumstances. For each violation, the
        amount of the penalty shall not exceed the greater of (i)
        $5,000 for a natural person or $50,000 for any other person, or
        (ii) the gross amount of pecuniary gain to such defendant as a
        result of the violation.
        (B) Second tier
          Notwithstanding subparagraph (A), the amount of penalty for
        each such violation shall not exceed the greater of (i) $50,000
        for a natural person or $250,000 for any other person, or (ii)
        the gross amount of pecuniary gain to such defendant as a
        result of the violation, if the violation described in
        paragraph (1) involved fraud, deceit, manipulation, or
        deliberate or reckless disregard of a regulatory requirement.
        (C) Third tier
          Notwithstanding subparagraphs (A) and (B), the amount of
        penalty for each such violation shall not exceed the greater of
        (i) $100,000 for a natural person or $500,000 for any other
        person, or (ii) the gross amount of pecuniary gain to such
        defendant as a result of the violation, if - 
            (I) the violation described in paragraph (1) involved
          fraud, deceit, manipulation, or deliberate or reckless
          disregard of a regulatory requirement; and
            (II) such violation directly or indirectly resulted in
          substantial losses or created a significant risk of
          substantial losses to other persons.
      (3) Procedures for collection
        (A) Payment of penalty to Treasury
          A penalty imposed under this section shall be payable into
        the Treasury of the United States, except as otherwise provided
        in section 7246 of this title.
        (B) Collection of penalties
          If a person upon whom such a penalty is imposed shall fail to
        pay such penalty within the time prescribed in the court's
        order, the Commission may refer the matter to the Attorney
        General who shall recover such penalty by action in the
        appropriate United States district court.
        (C) Remedy not exclusive
          The actions authorized by this subsection may be brought in
        addition to any other action that the Commission or the
        Attorney General is entitled to bring.
        (D) Jurisdiction and venue
          For purposes of section 77v of this title, actions under this
        section shall be actions to enforce a liability or a duty
        created by this subchapter.
      (4) Special provisions relating to a violation of a cease-and-
        desist order
        In an action to enforce a cease-and-desist order entered by the
      Commission pursuant to section 77h-1 of this title, each separate
      violation of such order shall be a separate offense, except that
      in the case of a violation through a continuing failure to comply
      with such an order, each day of the failure to comply with the
      order shall be deemed a separate offense.
    (e) Authority of court to prohibit persons from serving as officers
      and directors
      In any proceeding under subsection (b) of this section, the court
    may prohibit, conditionally or unconditionally, and permanently or
    for such period of time as it shall determine, any person who
    violated section 77q(a)(1) of this title from acting as an officer
    or director of any issuer that has a class of securities registered
    pursuant to section 78l of this title or that is required to file
    reports pursuant to section 78o(d) of this title if the person's
    conduct demonstrates unfitness to serve as an officer or director
    of any such issuer.
    (f) Prohibition of attorneys' fees paid from Commission
      disgorgement funds
      Except as otherwise ordered by the court upon motion by the
    Commission, or, in the case of an administrative action, as
    otherwise ordered by the Commission, funds disgorged as the result
    of an action brought by the Commission in Federal court, or as a
    result of any Commission administrative action, shall not be
    distributed as payment for attorneys' fees or expenses incurred by
    private parties seeking distribution of the disgorged funds.
    (g) Authority of a court to prohibit persons from participating in
      an offering of penny stock
      (1) In general
        In any proceeding under subsection (a) of this section against
      any person participating in, or, at the time of the alleged
      misconduct, who was participating in, an offering of penny stock,
      the court may prohibit that person from participating in an
      offering of penny stock, conditionally or unconditionally, and
      permanently or for such period of time as the court shall
      determine.
      (2) Definition
        For purposes of this subsection, the term "person participating
      in an offering of penny stock" includes any person engaging in
      activities with a broker, dealer, or issuer for purposes of
      issuing, trading, or inducing or attempting to induce the
      purchase or sale of, any penny stock. The Commission may, by rule
      or regulation, define such term to include other activities, and
      may, by rule, regulation, or order, exempt any person or class of
      persons, in whole or in part, conditionally or unconditionally,
      from inclusion in such term.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 20, 48 Stat. 86; Pub. L. 100-
    181, title II, Sec. 208, Dec. 4, 1987, 101 Stat. 1253; Pub. L. 101-
    429, title I, Sec. 101, Oct. 15, 1990, 104 Stat. 932; Pub. L. 104-
    67, title I, Sec. 103(b)(1), Dec. 22, 1995, 109 Stat. 756; Pub. L.
    107-204, title III, Secs. 305(a)(2), 308(d)(3), title VI, Sec.
    603(b), July 30, 2002, 116 Stat. 779, 785, 795.)


-MISC1-
                                AMENDMENTS                            
      2002 - Subsec. (d)(3)(A). Pub. L. 107-204, Sec. 308(d)(3),
    inserted ", except as otherwise provided in section 7246 of this
    title" before period at end.
      Subsec. (e). Pub. L. 107-204, Sec. 305(a)(2), substituted
    "unfitness" for "substantial unfitness".
      Subsec. (g). Pub. L. 107-204, Sec. 603(b), added subsec. (g).
      1995 - Subsec. (f). Pub. L. 104-67 added subsec. (f).
      1990 - Subsecs. (d), (e). Pub. L. 101-429 added subsecs. (d) and
    (e).
      1987 - Subsec. (b). Pub. L. 100-181, Sec. 208(a), inserted first
    sentence and struck out former first sentence containing similar
    provisions.
      Subsec. (c). Pub. L. 100-181, Sec. 208(b), amended subsec. (c)
    generally.

                     EFFECTIVE DATE OF 1995 AMENDMENT                 
      Amendment by Pub. L. 104-67 not to affect or apply to any private
    action arising under this subchapter or title I of the Securities
    Exchange Act of 1934 (15 U.S.C. 78a et seq.), commenced before and
    pending on Dec. 22, 1995, see section 108 of Pub. L. 104-67, set
    out as a note under section 77l of this title.

                     EFFECTIVE DATE OF 1990 AMENDMENT                 
      Amendment by Pub. L. 101-429 effective Oct. 15, 1990, with
    provisions relating to civil penalties and accounting and
    disgorgement, see section 1(c)(1) and (2) of Pub. L. 101-429, set
    out in a note under section 77g of this title.

                      CONSTRUCTION OF 1995 AMENDMENT                  
      Nothing in amendment by Pub. L. 104-67 to be deemed to create or
    ratify any implied right of action, or to prevent Commission, by
    rule or regulation, from restricting or otherwise regulating
    private actions under Securities Exchange Act of 1934 (15 U.S.C.
    78a et seq.), see section 203 of Pub. L. 104-67, set out as a
    Construction note under section 78j-1 of this title.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77u                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77u. Hearings by Commission

-STATUTE-
      All hearings shall be public and may be held before the
    Commission or an officer or officers of the Commission designated
    by it, and appropriate records thereof shall be kept.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 21, 48 Stat. 86.)


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77v                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77v. Jurisdiction of offenses and suits

-STATUTE-
    (a) Federal and State courts; venue; service of process; review;
      removal; costs
      The district courts of the United States and the United States
    courts of any Territory shall have jurisdiction of offenses and
    violations under this subchapter and under the rules and
    regulations promulgated by the Commission in respect thereto, and,
    concurrent with State and Territorial courts, except as provided in
    section 77p of this title with respect to covered class actions, of
    all suits in equity and actions at law brought to enforce any
    liability or duty created by this subchapter. Any such suit or
    action may be brought in the district wherein the defendant is
    found or is an inhabitant or transacts business, or in the district
    where the offer or sale took place, if the defendant participated
    therein, and process in such cases may be served in any other
    district of which the defendant is an inhabitant or wherever the
    defendant may be found. Judgments and decrees so rendered shall be
    subject to review as provided in sections 1254, 1291, 1292, and
    1294 of title 28. Except as provided in section 77p(c) of this
    title, no case arising under this subchapter and brought in any
    State court of competent jurisdiction shall be removed to any court
    of the United States. No costs shall be assessed for or against the
    Commission in any proceeding under this subchapter brought by or
    against it in the Supreme Court or such other courts.
    (b) Contumacy or refusal to obey subpena; contempt
      In case of contumacy or refusal to obey a subpena issued to any
    person, any of the said United States courts, within the
    jurisdiction of which said person guilty of contumacy or refusal to
    obey is found or resides, upon application by the Commission may
    issue to such person an order requiring such person to appear
    before the Commission, or one of its examiners designated by it,
    there to produce documentary evidence if so ordered, or there to
    give evidence touching the matter in question; and any failure to
    obey such order of the court may be punished by said court as a
    contempt thereof.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 22, 48 Stat. 86; June 25,
    1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, Sec. 32(b),
    62 Stat. 991; May 24, 1949, ch. 139, Sec. 127, 63 Stat. 107; Aug.
    10, 1954, ch. 667, title I, Sec. 11, 68 Stat. 686; Pub. L. 91-452,
    title II, Sec. 213, Oct. 15, 1970, 84 Stat. 929; Pub. L. 100-181,
    title II, Sec. 209, Dec. 4, 1987, 101 Stat. 1253; Pub. L. 105-353,
    title I, Sec. 101(a)(3), Nov. 3, 1998, 112 Stat. 3230.)

-COD-
                               CODIFICATION                           
      As originally enacted subsec. (a) contained references to the
    Supreme Court of the District of Columbia. Act June 25, 1936,
    substituted "the district court of the United States for the
    District of Columbia" for "the Supreme Court of the District of
    Columbia", and act June 25, 1948, as amended by act May 24, 1949,
    substituted "United States District Court for the District of
    Columbia" for "district court of the United States for the District
    of Columbia". Pub. L. 100-181 struck out reference to the United
    States District Court for the District of Columbia. Previously,
    such reference had been editorially eliminated as superfluous in
    view of section 132(a) of Title 28, Judiciary and Judicial
    Procedure, which provides that "There shall be in each judicial
    district a district court which shall be a court of record known as
    the United States District Court for the district", and section 88
    of Title 28 which provides that "the District of Columbia
    constitutes one judicial district".


-MISC1-
                                AMENDMENTS                            
      1998 - Subsec. (a). Pub. L. 105-353 inserted "except as provided
    in section 77p of this title with respect to covered class
    actions," after "Territorial courts," in first sentence and
    substituted "Except as provided in section 77p(c) of this title, no
    case" for "No case" in penultimate sentence.
      1987 - Subsec. (a). Pub. L. 100-181 substituted "United States
    and" for "United States, the", struck out ", and the United States
    District Court for the District of Columbia" after "Territory", and
    substituted "sections 1254, 1291, 1292, and 1294 of title 28" for
    "sections 128 and 240 of the Judicial Code, as amended (U.S.C.,
    title 28, secs. 225 and 347)". See Codification note above.
      1970 - Subsec. (c). Pub. L. 91-452 struck out subsec. (c) which
    related to immunity from prosecution of any individual compelled to
    testify or produce evidence, documentary or otherwise, after
    claiming his privilege against self-incrimination.
      1954 - Subsec. (a). Act Aug. 10, 1954, inserted "offer or" before
    "sale" in second sentence.

                     EFFECTIVE DATE OF 1998 AMENDMENT                 
      Amendment by Pub. L. 105-353 not to affect or apply to any action
    commenced before and pending on Nov. 3, 1998, see section 101(c) of
    Pub. L. 105-353, set out as a note under section 77p of this title.

                     EFFECTIVE DATE OF 1970 AMENDMENT                 
      Amendment by Pub. L. 91-452 effective on sixtieth day following
    Oct. 15, 1970, see section 260 of Pub. L. 91-452, set out as an
    Effective Date; Savings Provision note under section 6001 of Title
    18, Crimes and Criminal Procedure.

                     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.

                             SAVINGS PROVISION                         
      Amendment by Pub. L. 91-452 not to affect any immunity to which
    any individual is entitled under this section by reason of any
    testimony given before the sixtieth day following Oct. 15, 1970,
    see section 260 of Pub. L. 91-452, set out as an Effective Date;
    Savings Provision note under section 6001 of Title 18, Crimes and
    Criminal Procedure.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77w                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77w. Unlawful representations

-STATUTE-
      Neither the fact that the registration statement for a security
    has been filed or is in effect nor the fact that a stop order is
    not in effect with respect thereto shall be deemed a finding by the
    Commission that the registration statement is true and accurate on
    its face or that it does not contain an untrue statement of fact or
    omit to state a material fact, or be held to mean that the
    Commission has in any way passed upon the merits of, or given
    approval to, such security. It shall be unlawful to make, or cause
    to be made to any prospective purchaser any representation contrary
    to the foregoing provisions of this section.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 23, 48 Stat. 87.)


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77x                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77x. Penalties

-STATUTE-
      Any person who willfully violates any of the provisions of this
    subchapter, or the rules and regulations promulgated by the
    Commission under authority thereof, or any person who willfully, in
    a registration statement filed under this subchapter, makes any
    untrue statement of a material fact or omits to state any material
    fact required to be stated therein or necessary to make the
    statements therein not misleading, shall upon conviction be fined
    not more than $10,000 or imprisoned not more than five years, or
    both.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 24, 48 Stat. 87; Pub. L. 94-
    29, Sec. 27(a), June 4, 1975, 89 Stat. 163.)


-MISC1-
                                AMENDMENTS                            
      1975 - Pub. L. 94-29 substituted "$10,000" for "$5,000".

                     EFFECTIVE DATE OF 1975 AMENDMENT                 
      Amendment by Pub. L. 94-29 effective June 4, 1975, see section
    31(a) of Pub. L. 94-29, set out as a note under section 78b of this
    title.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77y                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77y. Jurisdiction of other Government agencies over securities

-STATUTE-
      Nothing in this subchapter shall relieve any person from
    submitting to the respective supervisory units of the Government of
    the United States information, reports, or other documents that may
    be required by any provision of law.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 25, 48 Stat. 87.)

-End-



-CITE-
    15 USC Sec. 77z                                             01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77z. Separability

-STATUTE-
      If any provision of this chapter, or the application of such
    provision to any person or circumstance, shall be held invalid, the
    remainder of this chapter, or the application of such provision to
    persons or circumstances other than those as to which it is held
    invalid, shall not be affected thereby.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 26, 48 Stat. 88.)

-End-



-CITE-
    15 USC Sec. 77z-1                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77z-1. Private securities litigation

-STATUTE-
    (a) Private class actions
      (1) In general
        The provisions of this subsection shall apply to each private
      action arising under this subchapter that is brought as a
      plaintiff class action pursuant to the Federal Rules of Civil
      Procedure.
      (2) Certification filed with complaint
        (A) In general
          Each plaintiff seeking to serve as a representative party on
        behalf of a class shall provide a sworn certification, which
        shall be personally signed by such plaintiff and filed with the
        complaint, that - 
            (i) states that the plaintiff has reviewed the complaint
          and authorized its filing;
            (ii) states that the plaintiff did not purchase the
          security that is the subject of the complaint at the
          direction of plaintiff's counsel or in order to participate
          in any private action arising under this subchapter;
            (iii) states that the plaintiff is willing to serve as a
          representative party on behalf of a class, including
          providing testimony at deposition and trial, if necessary;
            (iv) sets forth all of the transactions of the plaintiff in
          the security that is the subject of the complaint during the
          class period specified in the complaint;
            (v) identifies any other action under this subchapter,
          filed during the 3-year period preceding the date on which
          the certification is signed by the plaintiff, in which the
          plaintiff has sought to serve, or served, as a representative
          party on behalf of a class; and
            (vi) states that the plaintiff will not accept any payment
          for serving as a representative party on behalf of a class
          beyond the plaintiff's pro rata share of any recovery, except
          as ordered or approved by the court in accordance with
          paragraph (4).
        (B) Nonwaiver of attorney-client privilege
          The certification filed pursuant to subparagraph (A) shall
        not be construed to be a waiver of the attorney-client
        privilege.
      (3) Appointment of lead plaintiff
        (A) Early notice to class members
          (i) In general
            Not later than 20 days after the date on which the
          complaint is filed, the plaintiff or plaintiffs shall cause
          to be published, in a widely circulated national business-
          oriented publication or wire service, a notice advising
          members of the purported plaintiff class - 
              (I) of the pendency of the action, the claims asserted
            therein, and the purported class period; and
              (II) that, not later than 60 days after the date on which
            the notice is published, any member of the purported class
            may move the court to serve as lead plaintiff of the
            purported class.
          (ii) Multiple actions
            If more than one action on behalf of a class asserting
          substantially the same claim or claims arising under this
          subchapter is filed, only the plaintiff or plaintiffs in the
          first filed action shall be required to cause notice to be
          published in accordance with clause (i).
          (iii) Additional notices may be required under Federal rules
            Notice required under clause (i) shall be in addition to
          any notice required pursuant to the Federal Rules of Civil
          Procedure.
        (B) Appointment of lead plaintiff
          (i) In general
            Not later than 90 days after the date on which a notice is
          published under subparagraph (A)(i), the court shall consider
          any motion made by a purported class member in response to
          the notice, including any motion by a class member who is not
          individually named as a plaintiff in the complaint or
          complaints, and shall appoint as lead plaintiff the member or
          members of the purported plaintiff class that the court
          determines to be most capable of adequately representing the
          interests of class members (hereafter in this paragraph
          referred to as the "most adequate plaintiff") in accordance
          with this subparagraph.
          (ii) Consolidated actions
            If more than one action on behalf of a class asserting
          substantially the same claim or claims arising under this
          subchapter has been filed, and any party has sought to
          consolidate those actions for pretrial purposes or for trial,
          the court shall not make the determination required by clause
          (i) until after the decision on the motion to consolidate is
          rendered. As soon as practicable after such decision is
          rendered, the court shall appoint the most adequate plaintiff
          as lead plaintiff for the consolidated actions in accordance
          with this subparagraph.
          (iii) Rebuttable presumption
            (I) In general
              Subject to subclause (II), for purposes of clause (i),
            the court shall adopt a presumption that the most adequate
            plaintiff in any private action arising under this
            subchapter is the person or group of persons that - 
                (aa) has either filed the complaint or made a motion in
              response to a notice under subparagraph (A)(i);
                (bb) in the determination of the court, has the largest
              financial interest in the relief sought by the class; and
                (cc) otherwise satisfies the requirements of Rule 23 of
              the Federal Rules of Civil Procedure.
            (II) Rebuttal evidence
              The presumption described in subclause (I) may be
            rebutted only upon proof by a member of the purported
            plaintiff class that the presumptively most adequate
            plaintiff - 
                (aa) will not fairly and adequately protect the
              interests of the class; or
                (bb) is subject to unique defenses that render such
              plaintiff incapable of adequately representing the class.
          (iv) Discovery
            For purposes of this subparagraph, discovery relating to
          whether a member or members of the purported plaintiff class
          is the most adequate plaintiff may be conducted by a
          plaintiff only if the plaintiff first demonstrates a
          reasonable basis for a finding that the presumptively most
          adequate plaintiff is incapable of adequately representing
          the class.
          (v) Selection of lead counsel
            The most adequate plaintiff shall, subject to the approval
          of the court, select and retain counsel to represent the
          class.
          (vi) Restrictions on professional plaintiffs
            Except as the court may otherwise permit, consistent with
          the purposes of this section, a person may be a lead
          plaintiff, or an officer, director, or fiduciary of a lead
          plaintiff, in no more than 5 securities class actions brought
          as plaintiff class actions pursuant to the Federal Rules of
          Civil Procedure during any 3-year period.
      (4) Recovery by plaintiffs
        The share of any final judgment or of any settlement that is
      awarded to a representative party serving on behalf of a class
      shall be equal, on a per share basis, to the portion of the final
      judgment or settlement awarded to all other members of the class.
      Nothing in this paragraph shall be construed to limit the award
      of reasonable costs and expenses (including lost wages) directly
      relating to the representation of the class to any representative
      party serving on behalf of the class.
      (5) Restrictions on settlements under seal
        The terms and provisions of any settlement agreement of a class
      action shall not be filed under seal, except that on motion of
      any party to the settlement, the court may order filing under
      seal for those portions of a settlement agreement as to which
      good cause is shown for such filing under seal. For purposes of
      this paragraph, good cause shall exist only if publication of a
      term or provision of a settlement agreement would cause direct
      and substantial harm to any party.
      (6) Restrictions on payment of attorneys' fees and expenses
        Total attorneys' fees and expenses awarded by the court to
      counsel for the plaintiff class shall not exceed a reasonable
      percentage of the amount of any damages and prejudgment interest
      actually paid to the class.
      (7) Disclosure of settlement terms to class members
        Any proposed or final settlement agreement that is published or
      otherwise disseminated to the class shall include each of the
      following statements, along with a cover page summarizing the
      information contained in such statements:
        (A) Statement of plaintiff recovery
          The amount of the settlement proposed to be distributed to
        the parties to the action, determined in the aggregate and on
        an average per share basis.
        (B) Statement of potential outcome of case
          (i) Agreement on amount of damages
            If the settling parties agree on the average amount of
          damages per share that would be recoverable if the plaintiff
          prevailed on each claim alleged under this subchapter, a
          statement concerning the average amount of such potential
          damages per share.
          (ii) Disagreement on amount of damages
            If the parties do not agree on the average amount of
          damages per share that would be recoverable if the plaintiff
          prevailed on each claim alleged under this subchapter, a
          statement from each settling party concerning the issue or
          issues on which the parties disagree.
          (iii) Inadmissibility for certain purposes
            A statement made in accordance with clause (i) or (ii)
          concerning the amount of damages shall not be admissible in
          any Federal or State judicial action or administrative
          proceeding, other than an action or proceeding arising out of
          such statement.
        (C) Statement of attorneys' fees or costs sought
          If any of the settling parties or their counsel intend to
        apply to the court for an award of attorneys' fees or costs
        from any fund established as part of the settlement, a
        statement indicating which parties or counsel intend to make
        such an application, the amount of fees and costs that will be
        sought (including the amount of such fees and costs determined
        on an average per share basis), and a brief explanation
        supporting the fees and costs sought.
        (D) Identification of lawyers' representatives
          The name, telephone number, and address of one or more
        representatives of counsel for the plaintiff class who will be
        reasonably available to answer questions from class members
        concerning any matter contained in any notice of settlement
        published or otherwise disseminated to the class.
        (E) Reasons for settlement
          A brief statement explaining the reasons why the parties are
        proposing the settlement.
        (F) Other information
          Such other information as may be required by the court.
      (8) Attorney conflict of interest
        If a plaintiff class is represented by an attorney who directly
      owns or otherwise has a beneficial interest in the securities
      that are the subject of the litigation, the court shall make a
      determination of whether such ownership or other interest
      constitutes a conflict of interest sufficient to disqualify the
      attorney from representing the plaintiff class.
    (b) Stay of discovery; preservation of evidence
      (1) In general
        In any private action arising under this subchapter, all
      discovery and other proceedings shall be stayed during the
      pendency of any motion to dismiss, unless the court finds, upon
      the motion of any party, that particularized discovery is
      necessary to preserve evidence or to prevent undue prejudice to
      that party.
      (2) Preservation of evidence
        During the pendency of any stay of discovery pursuant to this
      subsection, unless otherwise ordered by the court, any party to
      the action with actual notice of the allegations contained in the
      complaint shall treat all documents, data compilations (including
      electronically recorded or stored data), and tangible objects
      that are in the custody or control of such person and that are
      relevant to the allegations, as if they were the subject of a
      continuing request for production of documents from an opposing
      party under the Federal Rules of Civil Procedure.
      (3) Sanction for willful violation
        A party aggrieved by the willful failure of an opposing party
      to comply with paragraph (2) may apply to the court for an order
      awarding appropriate sanctions.
      (4) Circumvention of stay of discovery
        Upon a proper showing, a court may stay discovery proceedings
      in any private action in a State court as necessary in aid of its
      jurisdiction, or to protect or effectuate its judgments, in an
      action subject to a stay of discovery pursuant to this
      subsection.
    (c) Sanctions for abusive litigation
      (1) Mandatory review by court
        In any private action arising under this subchapter, upon final
      adjudication of the action, the court shall include in the record
      specific findings regarding compliance by each party and each
      attorney representing any party with each requirement of Rule
      11(b) of the Federal Rules of Civil Procedure as to any
      complaint, responsive pleading, or dispositive motion.
      (2) Mandatory sanctions
        If the court makes a finding under paragraph (1) that a party
      or attorney violated any requirement of Rule 11(b) of the Federal
      Rules of Civil Procedure as to any complaint, responsive
      pleading, or dispositive motion, the court shall impose sanctions
      on such party or attorney in accordance with Rule 11 of the
      Federal Rules of Civil Procedure. Prior to making a finding that
      any party or attorney has violated Rule 11 of the Federal Rules
      of Civil Procedure, the court shall give such party or attorney
      notice and an opportunity to respond.
      (3) Presumption in favor of attorneys' fees and costs
        (A) In general
          Subject to subparagraphs (B) and (C), for purposes of
        paragraph (2), the court shall adopt a presumption that the
        appropriate sanction - 
            (i) for failure of any responsive pleading or dispositive
          motion to comply with any requirement of Rule 11(b) of the
          Federal Rules of Civil Procedure is an award to the opposing
          party of the reasonable attorneys' fees and other expenses
          incurred as a direct result of the violation; and
            (ii) for substantial failure of any complaint to comply
          with any requirement of Rule 11(b) of the Federal Rules of
          Civil Procedure is an award to the opposing party of the
          reasonable attorneys' fees and other expenses incurred in the
          action.
        (B) Rebuttal evidence
          The presumption described in subparagraph (A) may be rebutted
        only upon proof by the party or attorney against whom sanctions
        are to be imposed that - 
            (i) the award of attorneys' fees and other expenses will
          impose an unreasonable burden on that party or attorney and
          would be unjust, and the failure to make such an award would
          not impose a greater burden on the party in whose favor
          sanctions are to be imposed; or
            (ii) the violation of Rule 11(b) of the Federal Rules of
          Civil Procedure was de minimis.
        (C) Sanctions
          If the party or attorney against whom sanctions are to be
        imposed meets its burden under subparagraph (B), the court
        shall award the sanctions that the court deems appropriate
        pursuant to Rule 11 of the Federal Rules of Civil Procedure.
    (d) Defendant's right to written interrogatories
      In any private action arising under this subchapter in which the
    plaintiff may recover money damages only on proof that a defendant
    acted with a particular state of mind, the court shall, when
    requested by a defendant, submit to the jury a written
    interrogatory on the issue of each such defendant's state of mind
    at the time the alleged violation occurred.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 27, as added Pub. L. 104-67,
    title I, Sec. 101(a), Dec. 22, 1995, 109 Stat. 737; amended Pub. L.
    105-353, title I, Sec. 101(a)(2), title III, Sec. 301(a)(5), Nov.
    3, 1998, 112 Stat. 3230, 3235.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Federal Rules of Civil Procedure, referred to in subsecs.
    (a)(1), (3)(A)(iii), (B)(iii)(I)(cc), (vi), (b)(2), and (c), are
    set out in the Appendix to Title 28, Judiciary and Judicial
    Procedure.


-MISC1-
                                AMENDMENTS                            
      1998 - Pub. L. 105-353, Sec. 301(a)(5), made technical correction
    relating to placement of section in subchapter.
      Subsec. (b)(4). Pub. L. 105-353, Sec. 101(a)(2), added par. (4).

                     EFFECTIVE DATE OF 1998 AMENDMENT                 
      Amendment by section 101(a)(2) of Pub. L. 105-353 not to affect
    or apply to any action commenced before and pending on Nov. 3,
    1998, see section 101(c) of Pub. L. 105-353, set out as a note
    under section 77p of this title.

                              EFFECTIVE DATE                          
      Section not to affect or apply to any private action arising
    under this subchapter or title I of the Securities Exchange Act of
    1934 (15 U.S.C. 78a et seq.), commenced before and pending on Dec.
    22, 1995, see section 108 of Pub. L. 104-67, set out as an
    Effective Date of 1995 Amendment note under section 77l of this
    title.

                               CONSTRUCTION                           
      Nothing in section to be deemed to create or ratify any implied
    right of action, or to prevent Commission, by rule or regulation,
    from restricting or otherwise regulating private actions under
    Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), see
    section 203 of Pub. L. 104-67, set out as a note under section 78j-
    1 of this title.

-End-



-CITE-
    15 USC Sec. 77z-2                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77z-2. Application of safe harbor for forward-looking
      statements

-STATUTE-
    (a) Applicability
      This section shall apply only to a forward-looking statement made
    by - 
        (1) an issuer that, at the time that the statement is made, is
      subject to the reporting requirements of section 78m(a) or
      section 78o(d) of this title;
        (2) a person acting on behalf of such issuer;
        (3) an outside reviewer retained by such issuer making a
      statement on behalf of such issuer; or
        (4) an underwriter, with respect to information provided by
      such issuer or information derived from information provided by
      the issuer.
    (b) Exclusions
      Except to the extent otherwise specifically provided by rule,
    regulation, or order of the Commission, this section shall not
    apply to a forward-looking statement - 
        (1) that is made with respect to the business or operations of
      the issuer, if the issuer - 
          (A) during the 3-year period preceding the date on which the
        statement was first made - 
            (i) was convicted of any felony or misdemeanor described in
          clauses (i) through (iv) of section 78o(b)(4)(B) of this
          title; or
            (ii) has been made the subject of a judicial or
          administrative decree or order arising out of a governmental
          action that - 
              (I) prohibits future violations of the antifraud
            provisions of the securities laws;
              (II) requires that the issuer cease and desist from
            violating the antifraud provisions of the securities laws;
            or
              (III) determines that the issuer violated the antifraud
            provisions of the securities laws;

          (B) makes the forward-looking statement in connection with an
        offering of securities by a blank check company;
          (C) issues penny stock;
          (D) makes the forward-looking statement in connection with a
        rollup transaction; or
          (E) makes the forward-looking statement in connection with a
        going private transaction; or

        (2) that is - 
          (A) included in a financial statement prepared in accordance
        with generally accepted accounting principles;
          (B) contained in a registration statement of, or otherwise
        issued by, an investment company;
          (C) made in connection with a tender offer;
          (D) made in connection with an initial public offering;
          (E) made in connection with an offering by, or relating to
        the operations of, a partnership, limited liability company, or
        a direct participation investment program; or
          (F) made in a disclosure of beneficial ownership in a report
        required to be filed with the Commission pursuant to section
        78m(d) of this title.
    (c) Safe harbor
      (1) In general
        Except as provided in subsection (b) of this section, in any
      private action arising under this subchapter that is based on an
      untrue statement of a material fact or omission of a material
      fact necessary to make the statement not misleading, a person
      referred to in subsection (a) of this section shall not be liable
      with respect to any forward-looking statement, whether written or
      oral, if and to the extent that - 
          (A) the forward-looking statement is - 
            (i) identified as a forward-looking statement, and is
          accompanied by meaningful cautionary statements identifying
          important factors that could cause actual results to differ
          materially from those in the forward-looking statement; or
            (ii) immaterial; or

          (B) the plaintiff fails to prove that the forward-looking
        statement - 
            (i) if made by a natural person, was made with actual
          knowledge by that person that the statement was false or
          misleading; or
            (ii) if made by a business entity; (!1) was - 

              (I) made by or with the approval of an executive officer
            of that entity, and
              (II) made or approved by such officer with actual
            knowledge by that officer that the statement was false or
            misleading.
      (2) Oral forward-looking statements
        In the case of an oral forward-looking statement made by an
      issuer that is subject to the reporting requirements of section
      78m(a) or section 78o(d) of this title, or by a person acting on
      behalf of such issuer, the requirement set forth in paragraph
      (1)(A) shall be deemed to be satisfied - 
          (A) if the oral forward-looking statement is accompanied by a
        cautionary statement - 
            (i) that the particular oral statement is a forward-looking
          statement; and
            (ii) that the actual results could differ materially from
          those projected in the forward-looking statement; and

          (B) if - 
            (i) the oral forward-looking statement is accompanied by an
          oral statement that additional information concerning factors
          that could cause actual results to differ materially from
          those in the forward-looking statement is contained in a
          readily available written document, or portion thereof;
            (ii) the accompanying oral statement referred to in clause
          (i) identifies the document, or portion thereof, that
          contains the additional information about those factors
          relating to the forward-looking statement; and
            (iii) the information contained in that written document is
          a cautionary statement that satisfies the standard
          established in paragraph (1)(A).
      (3) Availability
        Any document filed with the Commission or generally
      disseminated shall be deemed to be readily available for purposes
      of paragraph (2).
      (4) Effect on other safe harbors
        The exemption provided for in paragraph (1) shall be in
      addition to any exemption that the Commission may establish by
      rule or regulation under subsection (g) of this section.
    (d) Duty to update
      Nothing in this section shall impose upon any person a duty to
    update a forward-looking statement.
    (e) Dispositive motion
      On any motion to dismiss based upon subsection (c)(1) of this
    section, the court shall consider any statement cited in the
    complaint and cautionary statement accompanying the forward-looking
    statement, which are not subject to material dispute, cited by the
    defendant.
    (f) Stay pending decision on motion
      In any private action arising under this subchapter, the court
    shall stay discovery (other than discovery that is specifically
    directed to the applicability of the exemption provided for in this
    section) during the pendency of any motion by a defendant for
    summary judgment that is based on the grounds that - 
        (1) the statement or omission upon which the complaint is based
      is a forward-looking statement within the meaning of this
      section; and
        (2) the exemption provided for in this section precludes a
      claim for relief.
    (g) Exemption authority
      In addition to the exemptions provided for in this section, the
    Commission may, by rule or regulation, provide exemptions from or
    under any provision of this subchapter, including with respect to
    liability that is based on a statement or that is based on
    projections or other forward-looking information, if and to the
    extent that any such exemption is consistent with the public
    interest and the protection of investors, as determined by the
    Commission.
    (h) Effect on other authority of Commission
      Nothing in this section limits, either expressly or by
    implication, the authority of the Commission to exercise similar
    authority or to adopt similar rules and regulations with respect to
    forward-looking statements under any other statute under which the
    Commission exercises rulemaking authority.
    (i) Definitions
      For purposes of this section, the following definitions shall
    apply:
      (1) Forward-looking statement
        The term "forward-looking statement" means - 
          (A) a statement containing a projection of revenues, income
        (including income loss), earnings (including earnings loss) per
        share, capital expenditures, dividends, capital structure, or
        other financial items;
          (B) a statement of the plans and objectives of management for
        future operations, including plans or objectives relating to
        the products or services of the issuer;
          (C) a statement of future economic performance, including any
        such statement contained in a discussion and analysis of
        financial condition by the management or in the results of
        operations included pursuant to the rules and regulations of
        the Commission;
          (D) any statement of the assumptions underlying or relating
        to any statement described in subparagraph (A), (B), or (C);
          (E) any report issued by an outside reviewer retained by an
        issuer, to the extent that the report assesses a forward-
        looking statement made by the issuer; or
          (F) a statement containing a projection or estimate of such
        other items as may be specified by rule or regulation of the
        Commission.
      (2) Investment company
        The term "investment company" has the same meaning as in
      section 80a-3(a) of this title.
      (3) Penny stock
        The term "penny stock" has the same meaning as in section
      78c(a)(51) of this title, and the rules and regulations, or
      orders issued pursuant to that section.
      (4) Going private transaction
        The term "going private transaction" has the meaning given that
      term under the rules or regulations of the Commission issued
      pursuant to section 78m(e) of this title.
      (5) Securities laws
        The term "securities laws" has the same meaning as in section
      78c of this title.
      (6) Person acting on behalf of an issuer
        The term "person acting on behalf of an issuer" means an
      officer, director, or employee of the issuer.
      (7) Other terms
        The terms "blank check company", "rollup transaction",
      "partnership", "limited liability company", "executive officer of
      an entity" and "direct participation investment program", have
      the meanings given those terms by rule or regulation of the
      Commission.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 27A, as added Pub. L. 104-67,
    title I, Sec. 102(a), Dec. 22, 1995, 109 Stat. 749; amended Pub. L.
    105-353, title III, Sec. 301(a)(5), Nov. 3, 1998, 112 Stat. 3235.)


-MISC1-
                                AMENDMENTS                            
      1998 - Pub. L. 105-353 made technical correction relating to
    placement of section in subchapter.

                              EFFECTIVE DATE                          
      Section not to affect or apply to any private action arising
    under this subchapter or title I of the Securities Exchange Act of
    1934 (15 U.S.C. 78a et seq.), commenced before and pending on Dec.
    22, 1995, see section 108 of Pub. L. 104-67, set out as an
    Effective Date of 1995 Amendment note under section 77l of this
    title.

                               CONSTRUCTION                           
      Nothing in section deemed to create or ratify any implied right
    of action, or to prevent Commission, by rule or regulation, from
    restricting or otherwise regulating private actions under
    Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), see
    section 203 of Pub. L. 104-67, set out as a note under section 78j-
    1 of this title.

-FOOTNOTE-
    (!1) So in original. The semicolon probably should be a comma.


-End-



-CITE-
    15 USC Sec. 77z-3                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77z-3. General exemptive authority

-STATUTE-
      The Commission, by rule or regulation, may conditionally or
    unconditionally exempt any person, security, or transaction, or any
    class or classes of persons, securities, or transactions, from any
    provision or provisions of this subchapter or of any rule or
    regulation issued under this subchapter, to the extent that such
    exemption is necessary or appropriate in the public interest, and
    is consistent with the protection of investors.

-SOURCE-
    (May 27, 1933, ch. 38, title I, Sec. 28, as added Pub. L. 104-290,
    title I, Sec. 105(a), Oct. 11, 1996, 110 Stat. 3424; amended Pub.
    L. 105-353, title III, Sec. 301(a)(5), Nov. 3, 1998, 112 Stat.
    3235.)


-MISC1-
                                AMENDMENTS                            
      1998 - Pub. L. 105-353 made technical correction relating to
    placement of section in subchapter.

-End-



-CITE-
    15 USC Sec. 77aa                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

-HEAD-
    Sec. 77aa. Schedule of information required in registration
      statement

-STATUTE-

                                SCHEDULE A                            
      (1) The name under which the issuer is doing or intends to do
    business;
      (2) the name of the State or other sovereign power under which
    the issuer is organized;
      (3) the location of the issuer's principal business office, and
    if the issuer is a foreign or territorial person, the name and
    address of its agent in the United States authorized to receive
    notice;
      (4) the names and addresses of the directors or persons
    performing similar functions, and the chief executive, financial
    and accounting officers, chosen or to be chosen if the issuer be a
    corporation, association, trust, or other entity; of all partners,
    if the issuer be a partnership; and of the issuer, if the issuer be
    an individual; and of the promoters in the case of a business to be
    formed, or formed within two years prior to the filing of the
    registration statement;
      (5) the names and addresses of the underwriters;
      (6) the names and addresses of all persons, if any, owning of
    record or beneficially, if known, more than 10 per centum of any
    class of stock of the issuer, or more than 10 per centum in the
    aggregate of the outstanding stock of the issuer as of a date
    within twenty days prior to the filing of the registration
    statement;
      (7) the amount of securities of the issuer held by any person
    specified in paragraphs (4), (5), and (6) of this schedule, as of a
    date within twenty days prior to the filing of the registration
    statement, and, if possible, as of one year prior thereto, and the
    amount of the securities, for which the registration statement is
    filed, to which such persons have indicated their intention to
    subscribe;
      (8) the general character of the business actually transacted or
    to be transacted by the issuer;
      (9) a statement of the capitalization of the issuer, including
    the authorized and outstanding amounts of its capital stock and the
    proportion thereof paid up, the number and classes of shares in
    which such capital stock is divided, par value thereof, or if it
    has no par value, the stated or assigned value thereof, a
    description of the respective voting rights, preferences,
    conversion and exchange rights, rights to dividends, profits, or
    capital of each class, with respect to each other class, including
    the retirement and liquidation rights or values thereof;
      (10) a statement of the securities, if any, covered by options
    outstanding or to be created in connection with the security to be
    offered, together with the names and addresses of all persons, if
    any, to be allotted more than 10 per centum in the aggregate of
    such options;
      (11) the amount of capital stock of each class issued or included
    in the shares of stock to be offered;
      (12) the amount of the funded debt outstanding and to be created
    by the security to be offered, with a brief description of the
    date, maturity, and character of such debt, rate of interest,
    character of amortization provisions, and the security, if any,
    therefor. If substitution of any security is permissible, a
    summarized statement of the conditions under which such
    substitution is permitted. If substitution is permissible without
    notice, a specific statement to that effect;
      (13) the specific purposes in detail and the approximate amounts
    to be devoted to such purposes, so far as determinable, for which
    the security to be offered is to supply funds, and if the funds are
    to be raised in part from other sources, the amounts thereof and
    the sources thereof, shall be stated;
      (14) the remuneration, paid or estimated to be paid, by the
    issuer or its predecessor, directly or indirectly, during the past
    year and ensuing year to (a) the directors or persons performing
    similar functions, and (b) its officers and other persons, naming
    them wherever such remuneration exceeded $25,000 during any such
    year;
      (15) the estimated net proceeds to be derived from the security
    to be offered;
      (16) the price at which it is proposed that the security shall be
    offered to the public or the method by which such price is computed
    and any variation therefrom at which any portion of such security
    is proposed to be offered to any persons or classes of persons,
    other than the underwriters, naming them or specifying the class. A
    variation in price may be proposed prior to the date of the public
    offering of the security, but the Commission shall immediately be
    notified of such variation;
      (17) all commissions or discounts paid or to be paid, directly or
    indirectly, by the issuer to the underwriters in respect of the
    sale of the security to be offered. Commissions shall include all
    cash, securities, contracts, or anything else of value, paid, to be
    set aside, disposed of, or understandings with or for the benefit
    of any other persons in which any underwriter is interested, made,
    in connection with the sale of such security. A commission paid or
    to be paid in connection with the sale of such security by a person
    in which the issuer has an interest or which is controlled or
    directed by, or under common control with, the issuer shall be
    deemed to have been paid by the issuer. Where any such commission
    is paid the amount of such commission paid to each underwriter
    shall be stated;
      (18) the amount or estimated amounts, itemized in reasonable
    detail, of expenses, other than commissions specified in paragraph
    (17) of this schedule, incurred or borne by or for the account of
    the issuer in connection with the sale of the security to be
    offered or properly chargeable thereto, including legal,
    engineering, certification, authentication, and other charges;
      (19) the net proceeds derived from any security sold by the
    issuer during the two years preceding the filing of the
    registration statement, the price at which such security was
    offered to the public, and the names of the principal underwriters
    of such security;
      (20) any amount paid within two years preceding the filing of the
    registration statement or intended to be paid to any promoter and
    the consideration for any such payment;
      (21) the names and addresses of the vendors and the purchase
    price of any property, or good will, acquired or to be acquired,
    not in the ordinary course of business, which is to be defrayed in
    whole or in part from the proceeds of the security to be offered,
    the amount of any commission payable to any person in connection
    with such acquisition, and the name or names of such person or
    persons, together with any expense incurred or to be incurred in
    connection with such acquisition, including the cost of borrowing
    money to finance such acquisition;
      (22) full particulars of the nature and extent of the interest,
    if any, of every director, principal executive officer, and of
    every stockholder holding more than 10 per centum of any class of
    stock or more than 10 per centum in the aggregate of the stock of
    the issuer, in any property acquired, not in the ordinary course of
    business of the issuer, within two years preceding the filing of
    the registration statement or proposed to be acquired at such date;
      (23) the names and addresses of counsel who have passed on the
    legality of the issue;
      (24) dates of and parties to, and the general effect concisely
    stated of every material contract made, not in the ordinary course
    of business, which contract is to be executed in whole or in part
    at or after the filing of the registration statement or which
    contract has been made not more than two years before such filing.
    Any management contract or contract providing for special bonuses
    or profit-sharing arrangements, and every material patent or
    contract for a material patent right, and every contract by or with
    a public utility company or an affiliate thereof, providing for the
    giving or receiving of technical or financial advice or service (if
    such contract may involve a charge to any party thereto at a rate
    in excess of $2,500 per year in cash or securities or anything else
    of value), shall be deemed a material contract;
      (25) a balance sheet as of a date not more than ninety days prior
    to the date of the filing of the registration statement showing all
    of the assets of the issuer, the nature and cost thereof, whenever
    determinable, in such detail and in such form as the Commission
    shall prescribe (with intangible items segregated), including any
    loan in excess of $20,000 to any officer, director, stockholder or
    person directly or indirectly controlling or controlled by the
    issuer, or person under direct or indirect common control with the
    issuer. All the liabilities of the issuer in such detail and such
    form as the Commission shall prescribe, including surplus of the
    issuer showing how and from what sources such surplus was created,
    all as of a date not more than ninety days prior to the filing of
    the registration statement. If such statement be not certified by
    an independent public or certified accountant, in addition to the
    balance sheet required to be submitted under this schedule, a
    similar detailed balance sheet of the assets and liabilities of the
    issuer, certified by an independent public or certified accountant,
    of a date not more than one year prior to the filing of the
    registration statement, shall be submitted;
      (26) a profit and loss statement of the issuer showing earnings
    and income, the nature and source thereof, and the expenses and
    fixed charges in such detail and such form as the Commission shall
    prescribe for the latest fiscal year for which such statement is
    available and for the two preceding fiscal years, year by year, or,
    if such issuer has been in actual business for less than three
    years, then for such time as the issuer has been in actual
    business, year by year. If the date of the filing of the
    registration statement is more than six months after the close of
    the last fiscal year, a statement from such closing date to the
    latest practicable date. Such statement shall show what the
    practice of the issuer has been during the three years or lesser
    period as to the character of the charges, dividends or other
    distributions made against its various surplus accounts, and as to
    depreciation, depletion, and maintenance charges, in such detail
    and form as the Commission shall prescribe, and if stock dividends
    or avails from the sale of rights have been credited to income,
    they shall be shown separately with a statement of the basis upon
    which the credit is computed. Such statement shall also
    differentiate between any recurring and nonrecurring income and
    between any investment and operating income. Such statement shall
    be certified by an independent public or certified accountant;
      (27) if the proceeds, or any part of the proceeds, of the
    security to be issued is to be applied directly or indirectly to
    the purchase of any business, a profit and loss statement of such
    business certified by an independent public or certified
    accountant, meeting the requirements of paragraph (26) of this
    schedule, for the three preceding fiscal years, together with a
    balance sheet, similarly certified, of such business, meeting the
    requirements of paragraph (25) of this schedule of a date not more
    than ninety days prior to the filing of the registration statement
    or at the date such business was acquired by the issuer if the
    business was acquired by the issuer more than ninety days prior to
    the filing of the registration statement;
      (28) a copy of any agreement or agreements (or, if identical
    agreements are used, the forms thereof) made with any underwriter,
    including all contracts and agreements referred to in paragraph
    (17) of this schedule;
      (29) a copy of the opinion or opinions of counsel in respect to
    the legality of the issue, with a translation of such opinion, when
    necessary, into the English language;
      (30) a copy of all material contracts referred to in paragraph
    (24) of this schedule, but no disclosure shall be required of any
    portion of any such contract if the Commission determines that
    disclosure of such portion would impair the value of the contract
    and would not be necessary for the protection of the investors;
      (31) unless previously filed and registered under the provisions
    of this subchapter, and brought up to date, (a) a copy of its
    articles of incorporation, with all amendments thereof and of its
    existing bylaws or instruments corresponding thereto, whatever the
    name, if the issuer be a corporation; (b) copy of all instruments
    by which the trust is created or declared, if the issuer is a
    trust; (c) a copy of its articles of partnership or association and
    all other papers pertaining to its organization, if the issuer is a
    partnership, unincorporated association, joint-stock company, or
    any other form of organization; and
      (32) a copy of the underlying agreements or indentures affecting
    any stock, bonds, or debentures offered or to be offered.
      In case of certificates of deposit, voting trust certificates,
    collateral trust certificates, certificates of interest or shares
    in unincorporated investment trusts, equipment trust certificates,
    interim or other receipts for certificates, and like securities,
    the Commission shall establish rules and regulations requiring the
    submission of information of a like character applicable to such
    cases, together with such other information as it may deem
    appropriate and necessary regarding the character, financial or
    otherwise, of the actual issuer of the securities and/or the person
    performing the acts and assuming the duties of depositor or
    manager.
                                SCHEDULE B                            
      (1) Name of borrowing government or subdivision thereof;
      (2) specific purposes in detail and the approximate amounts to be
    devoted to such purposes, so far as determinable, for which the
    security to be offered is to supply funds, and if the funds are to
    be raised in part from other sources, the amounts thereof and the
    sources thereof, shall be stated;
      (3) the amount of the funded debt and the estimated amount of the
    floating debt outstanding and to be created by the security to be
    offered, excluding intergovernmental debt, and a brief description
    of the date, maturity, character of such debt, rate of interest,
    character of amortization provisions, and the security, if any,
    therefor. If substitution of any security is permissible, a
    statement of the conditions under which such substitution is
    permitted. If substitution is permissible without notice, a
    specific statement to that effect;
      (4) whether or not the issuer or its predecessor has, within a
    period of twenty years prior to the filing of the registration
    statement, defaulted on the principal or interest of any external
    security, excluding intergovernmental debt, and, if so, the date,
    amount, and circumstances of such default, and the terms of the
    succeeding arrangement, if any;
      (5) the receipts, classified by source, and the expenditures,
    classified by purpose, in such detail and form as the Commission
    shall prescribe for the latest fiscal year for which such
    information is available and the two preceding fiscal years, year
    by year;
      (6) the names and addresses of the underwriters;
      (7) the name and address of its authorized agent, if any, in the
    United States;
      (8) the estimated net proceeds to be derived from the sale in the
    United States of the security to be offered;
      (9) the price at which it is proposed that the security shall be
    offered in the United States to the public or the method by which
    such price is computed. A variation in price may be proposed prior
    to the date of the public offering of the security, but the
    Commission shall immediately be notified of such variation;
      (10) all commissions paid or to be paid, directly or indirectly,
    by the issuer to the underwriters in respect of the sale of the
    security to be offered. Commissions shall include all cash,
    securities, contracts, or anything else of value, paid, to be set
    aside, disposed of, or understandings with or for the benefit of
    any other persons in which the underwriter is interested, made, in
    connection with the sale of such security. Where any such
    commission is paid, the amount of such commission paid to each
    underwriter shall be stated;
      (11) the amount or estimated amounts, itemized in reasonable
    detail, of expenses, other than the commissions specified in
    paragraph (10) of this schedule, incurred or borne by or for the
    account of the issuer in connection with the sale of the security
    to be offered or properly chargeable thereto, including legal,
    engineering, certification, and other charges;
      (12) the names and addresses of counsel who have passed upon the
    legality of the issue;
      (13) a copy of any agreement or agreements made with any
    underwriter governing the sale of the security within the United
    States; and
      (14) an agreement of the issuer to furnish a copy of the opinion
    or opinions of counsel in respect to the legality of the issue,
    with a translation, where necessary, into the English language.
    Such opinion shall set out in full all laws, decrees, ordinances,
    or other acts of Government under which the issue of such security
    has been authorized.

-SOURCE-
    (May 27, 1933, ch. 38, title I, schedules A, B, 48 Stat. 88, 91;
    Pub. L. 105-353, title III, Sec. 301(a)(6), Nov. 3, 1998, 112 Stat.
    3235.)


-MISC1-
                                AMENDMENTS                            
      1998 - Schedule A, par. (28). Pub. L. 105-353 substituted
    "identical" for "identic".


-TRANS-
                           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.

-End-


-CITE-
    15 USC SUBCHAPTER II - FOREIGN SECURITIES                   01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
                    SUBCHAPTER II - FOREIGN SECURITIES                

-End-



-CITE-
    15 USC Sec. 77bb                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77bb. "Corporation of Foreign Security Holders"; creation;
      principal office; branch offices

-STATUTE-
      For the purpose of protecting, conserving, and advancing the
    interests of the holders of foreign securities in default, there is
    hereby created a body corporate with the name "Corporation of
    Foreign Security Holders" (herein called the "Corporation"). The
    principal office of the Corporation shall be located in the
    District of Columbia, but there may be established agencies or
    branch offices in any city or cities of the United States under
    rules and regulations prescribed by the board of directors.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 201, 48 Stat. 92.)

-End-



-CITE-
    15 USC Sec. 77cc                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77cc. Directors of Corporation; appointment, term of office,
      and removal

-STATUTE-
      The control and management of the Corporation shall be vested in
    a board of six directors, who shall be appointed and hold office in
    the following manner: As soon as practicable after the date this
    chapter takes effect the Federal Trade Commission (hereinafter in
    this subchapter called "Commission") shall appoint six directors,
    and shall designate a chairman and a vice chairman from among their
    number. After the directors designated as chairman and vice
    chairman cease to be directors, their successors as chairman and
    vice chairman shall be elected by the board of directors itself. Of
    the directors first appointed, two shall continue in office for a
    term of two years, two for a term of four years, and two for a term
    of six years, from the date this chapter takes effect, the term of
    each to be designated by the Commission at the time of appointment.
    Their successors shall be appointed by the Commission, each for a
    term of six years from the date of the expiration of the term for
    which his predecessor was appointed, except that any person
    appointed to fill a vacancy occurring prior to the expiration of
    the term for which his predecessor was appointed shall be appointed
    only for the unexpired term of such predecessor. No person shall be
    eligible to serve as a director who within the five years preceding
    has had any interest, direct or indirect, in any corporation,
    company, partnership, bank, or association which has sold or
    offered for sale any foreign securities. The office of a director
    shall be vacated if the board of directors shall, at a meeting
    specially convened for that purpose, by resolution passed by a
    majority of at least two-thirds of the board of directors, remove
    such member from office, provided that the member whom it is
    proposed to remove shall have seven days' notice sent to him of
    such meeting, and that he may be heard.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 202, 48 Stat. 93.)

-End-



-CITE-
    15 USC Sec. 77dd                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77dd. Powers and duties of Corporation, generally

-STATUTE-
      The Corporation shall have power to adopt, alter, and use a
    corporate seal; to make contracts; to lease such real estate as may
    be necessary for the transaction of its business; to sue and be
    sued, to complain and to defend, in any court of competent
    jurisdiction, State or Federal; to require from trustees, financial
    agents, or dealers in foreign securities information relative to
    the original or present holders of foreign securities and such
    other information as may be required, and to issue subpenas
    therefor; to take over the functions of any fiscal and paying
    agents of any foreign securities in default; to borrow money for
    the purposes of this subchapter, and to pledge as collateral for
    such loans any securities deposited with the Corporation pursuant
    to this subchapter; by and with the consent and approval of the
    Commission to select, employ, and fix the compensation of officers,
    directors, members of committees, employees, attorneys, and agents
    of the Corporation, without regard to the provisions of other laws
    applicable to the employment and compensation of officers or
    employees of the United States; to define their authority and
    duties, require bonds of them and fix the penalties thereof, and to
    dismiss at pleasure such officers, employees, attorneys, and
    agents; and to prescribe, amend, and repeal, by its board of
    directors, bylaws, rules, and regulations governing the manner in
    which its general business may be conducted and the powers granted
    to it by law may be exercised and enjoyed, together with provisions
    for such committees and the functions thereof as the board of
    directors may deem necessary for facilitating its business under
    this subchapter. The board of directors of the Corporation shall
    determine and prescribe the manner in which its obligations shall
    be incurred and its expenses allowed and paid.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 203, 48 Stat. 93.)

-End-



-CITE-
    15 USC Sec. 77ee                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77ee. Directors of Corporation, powers and duties generally

-STATUTE-
      The board of directors may - 
        (1) Convene meetings of holders of foreign securities.
        (2) Invite the deposit and undertake the custody of foreign
      securities which have defaulted in the payment either of
      principal or interest, and issue receipts or certificates in the
      place of securities so deposited.
        (3) Appoint committees from the directors of the Corporation
      and/or all other persons to represent holders of any class or
      classes of foreign securities which have defaulted in the payment
      either of principal or interest and determine and regulate the
      functions of such committees. The chairman and vice chairman of
      the board of directors shall be ex officio chairman and vice
      chairman of each committee.
        (4) Negotiate and carry out, or assist in negotiating and
      carrying out, arrangements for the resumption of payments due or
      in arrears in respect of any foreign securities in default or for
      rearranging the terms on which such securities may in future be
      held or for converting and exchanging the same for new securities
      or for any other object in relation thereto; and under this
      paragraph any plan or agreement made with respect to such
      securities shall be binding upon depositors, providing that the
      consent of holders resident in the United States of 60 per centum
      of the securities deposited with the Corporation shall be
      obtained.
        (5) Undertake, superintend, or take part in the collection and
      application of funds derived from foreign securities which come
      into the possession of or under the control or management of the
      Corporation.
        (6) Collect, preserve, publish, circulate, and render available
      in readily accessible form, when deemed essential or necessary,
      documents, statistics, reports, and information of all kinds in
      respect of foreign securities, including particularly records of
      foreign external securities in default and records of the
      progress made toward the payment of past-due obligations.
        (7) Take such steps as it may deem expedient with the view of
      securing the adoption of clear and simple forms of foreign
      securities and just and sound principles in the conditions and
      terms thereof.
        (8) Generally, act in the name and on behalf of the holders of
      foreign securities the care or representation of whose interests
      may be entrusted to the Corporation; conserve and protect the
      rights and interests of holders of foreign securities issued,
      sold, or owned in the United States; adopt measures for the
      protection, vindication, and preservation or reservation of the
      rights and interests of holders of foreign securities either on
      any default in or on breach or contemplated breach of the
      conditions on which such foreign securities may have been issued,
      or otherwise; obtain for such holders such legal and other
      assistance and advice as the board of directors may deem
      expedient; and do all such other things as are incident or
      conducive to the attainment of the above objects.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 204, 48 Stat. 94.)

-End-



-CITE-
    15 USC Sec. 77ff                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77ff. Accounts and annual balance sheet of Corporation; audits

-STATUTE-
      The board of directors shall cause accounts to be kept of all
    matters relating to or connected with the transactions and business
    of the Corporation, and cause a general account and balance sheet
    of the Corporation to be made out in each year, and cause all
    accounts to be audited by one or more auditors who shall examine
    the same and report thereon to the board of directors.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 205, 48 Stat. 94.)

-End-



-CITE-
    15 USC Sec. 77gg                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77gg. Annual report by Corporation; printing and distribution

-STATUTE-
      The Corporation shall make, print, and make public an annual
    report of its operations during each year, send a copy thereof,
    together with a copy of the account and balance sheet and auditor's
    report, to the Commission and to both Houses of Congress, and
    provide one copy of such report but not more than one on the
    application of any person and on receipt of a sum not exceeding $1:
    Provided, That the board of directors in its discretion may
    distribute copies gratuitously.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 206, 48 Stat. 95.)

-End-



-CITE-
    15 USC Sec. 77hh                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77hh. Assessments by Corporation on holders of foreign
      securities

-STATUTE-
      The Corporation may in its discretion levy charges, assessed on a
    pro rata basis, on the holders of foreign securities deposited with
    it: Provided, That any charge levied at the time of depositing
    securities with the Corporation shall not exceed one fifth of 1 per
    centum of the face value of such securities: Provided further, That
    any additional charges shall bear a close relationship to the cost
    of operations and negotiations including those enumerated in
    sections 77dd and 77ee of this title and shall not exceed 1 per
    centum of the face value of such securities.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 207, 48 Stat. 95.)

-End-



-CITE-
    15 USC Sec. 77ii                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77ii. Subscriptions accepted by Corporation as loans;
      repayment

-STATUTE-
      The Corporation may receive subscriptions from any person,
    foundation with a public purpose, or agency of the United States
    Government, and such subscriptions may, in the discretion of the
    board of directors, be treated as loans repayable when and as the
    board of directors shall determine.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 208, 48 Stat. 95.)

-End-



-CITE-
    15 USC Sec. 77jj                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77jj. Loans to Corporation from Reconstruction Finance
      Corporation authorized

-STATUTE-
      The Reconstruction Finance Corporation is authorized to loan out
    of its funds not to exceed $75,000 for the use of the Corporation.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 209, 48 Stat. 95.)


-TRANS-
              ABOLITION OF RECONSTRUCTION FINANCE CORPORATION          
      Section 6(a) of Reorg. Plan No. 1 of 1957, eff. June 30, 1957, 22
    F.R. 4633, 71 Stat. 647, set out as a note under section 601 of
    this title, abolished the Reconstruction Finance Corporation.

-End-



-CITE-
    15 USC Sec. 77kk                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77kk. Representations by Corporation as acting for Department
      of State or United States forbidden; interference with foreign
      negotiations forbidden

-STATUTE-
      Notwithstanding the foregoing provisions of this subchapter, it
    shall be unlawful for, and nothing in this subchapter shall be
    taken or construed as permitting or authorizing, the Corporation in
    this subchapter created, or any committee of said Corporation, or
    any person or persons acting for or representing or purporting to
    represent it - 
        (a) to claim or assert or pretend to be acting for or to
      represent the Department of State or the United States
      Government;
        (b) to make any statements or representations of any kind to
      any foreign government or its officials or the officials of any
      political subdivision of any foreign government that said
      Corporation or any committee thereof or any individual or
      individuals connected therewith were speaking or acting for the
      said Department of State or the United States Government; or
        (c) to do any act directly or indirectly which would interfere
      with or obstruct or hinder or which might be calculated to
      obstruct, hinder, or interfere with the policy or policies of the
      said Department of State or the Government of the United States
      or any pending or contemplated diplomatic negotiations,
      arrangements, business or exchanges between the Government of the
      United States or said Department of State and any foreign
      government or any political subdivision thereof.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 210, 48 Stat. 95.)

-End-



-CITE-
    15 USC Sec. 77ll                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77ll. Effective date of subchapter

-STATUTE-
      This subchapter shall not take effect until the President finds
    that its taking effect is in the public interest and by
    proclamation so declares.

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 211, 48 Stat. 95.)

-End-



-CITE-
    15 USC Sec. 77mm                                            01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER II - FOREIGN SECURITIES

-HEAD-
    Sec. 77mm. Short title

-STATUTE-
      This subchapter may be cited as the "Corporation of Foreign
    Bondholders Act, 1933."

-SOURCE-
    (May 27, 1933, ch. 38, title II, Sec. 212, 48 Stat. 95.)

-End-


-CITE-
    15 USC SUBCHAPTER III - TRUST INDENTURES                    01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
                     SUBCHAPTER III - TRUST INDENTURES                 

-End-



-CITE-
    15 USC Sec. 77aaa                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77aaa. Short title

-STATUTE-
      This subchapter may be cited as the "Trust Indenture Act of
    1939."

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 301, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1149.)


-MISC1-
                       SHORT TITLE OF 1990 AMENDMENT                   
      Pub. L. 101-550, title IV, Sec. 401, Nov. 15, 1990, 104 Stat.
    2721, provided that: "This title [amending sections 77ccc to 77eee,
    77iii to 77rrr, and 77vvv of this title] may be cited as the 'Trust
    Indenture Reform Act of 1990'."

-End-



-CITE-
    15 USC Sec. 77bbb                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77bbb. Necessity for regulation

-STATUTE-
    (a) Practices adversely affecting public
      Upon the basis of facts disclosed by the reports of the
    Securities and Exchange Commission made to the Congress pursuant to
    section 78jj of this title and otherwise disclosed and ascertained,
    it is hereby declared that the national public interest and the
    interest of investors in notes, bonds, debentures, evidences of
    indebtedness, and certificates of interest or participation
    therein, which are offered to the public, are adversely affected - 
        (1) when the obligor fails to provide a trustee to protect and
      enforce the rights and to represent the interests of such
      investors, notwithstanding the fact that (A) individual action by
      such investors for the purpose of protecting and enforcing their
      rights is rendered impracticable by reason of the
      disproportionate expense of taking such action, and (B) concerted
      action by such investors in their common interest through
      representatives of their own selection is impeded by reason of
      the wide dispersion of such investors through many States, and by
      reason of the fact that information as to the names and addresses
      of such investors generally is not available to such investors;
        (2) when the trustee does not have adequate rights and powers,
      or adequate duties and responsibilities, in connection with
      matters relating to the protection and enforcement of the rights
      of such investors; when, notwithstanding the obstacles to
      concerted action by such investors, and the general and
      reasonable assumption by such investors that the trustee is under
      an affirmative duty to take action for the protection and
      enforcement of their rights, trust indentures (A) generally
      provide that the trustee shall be under no duty to take any such
      action, even in the event of default, unless it receives notice
      of default, demand for action, and indemnity, from the holders of
      substantial percentages of the securities outstanding thereunder,
      and (B) generally relieve the trustee from liability even for its
      own negligent action or failure to act;
        (3) when the trustee does not have resources commensurate with
      its responsibilities, or has any relationship to or connection
      with the obligor or any underwriter of any securities of the
      obligor, or holds, beneficially or otherwise, any interest in the
      obligor or any such underwriter, which relationship, connection,
      or interest involves a material conflict with the interests of
      such investors;
        (4) when the obligor is not obligated to furnish to the trustee
      under the indenture and to such investors adequate current
      information as to its financial condition, and as to the
      performance of its obligations with respect to the securities
      outstanding under such indenture; or when the communication of
      such information to such investors is impeded by the fact that
      information as to the names and addresses of such investors
      generally is not available to the trustee and to such investors;
        (5) when the indenture contains provisions which are misleading
      or deceptive, or when full and fair disclosure is not made to
      prospective investors of the effect of important indenture
      provisions; or
        (6) when, by reason of the fact that trust indentures are
      commonly prepared by the obligor or underwriter in advance of the
      public offering of the securities to be issued thereunder, such
      investors are unable to participate in the preparation thereof,
      and, by reason of their lack of understanding of the situation,
      such investors would in any event be unable to procure the
      correction of the defects enumerated in this subsection.
    (b) Declaration of policy
      Practices of the character above enumerated have existed to such
    an extent that, unless regulated, the public offering of notes,
    bonds, debentures, evidences of indebtedness, and certificates of
    interest or participation therein, by the use of means and
    instruments of transportation and communication in interstate
    commerce and of the mails, is injurious to the capital markets, to
    investors, and to the general public; and it is hereby declared to
    be the policy of this subchapter, in accordance with which policy
    all the provisions of this subchapter shall be interpreted, to meet
    the problems and eliminate the practices, enumerated in this
    section, connected with such public offerings.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 302, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1150.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Section 78jj of this title, referred to in subsec. (a), was
    omitted from the Code.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77ccc                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77ccc. Definitions

-STATUTE-
      When used in this subchapter, unless the context otherwise
    requires - 
        (1) Any term defined in section 2 of the Securities Act of 1933
      [15 U.S.C. 77b], and not otherwise defined in this section shall
      have the meaning assigned to such term in such section 2 [15
      U.S.C. 77b].
        (2) The terms "sale", "sell", "offer to sell", "offer for
      sale", and "offer" shall include all transactions included in
      such terms as provided in paragraph (3) of section 2(a) of the
      Securities Act of 1933 [15 U.S.C. 77b(a)], except that an offer
      or sale of a certificate of interest or participation shall be
      deemed an offer or sale of the security or securities in which
      such certificate evidences an interest or participation if and
      only if such certificate gives the holder thereof the right to
      convert the same into such security or securities.
        (3) The term "prospectus" shall have the meaning assigned to
      such term in paragraph (10) of section 2(a) of the Securities Act
      of 1933 [15 U.S.C. 77b(a)], except that in the case of securities
      which are not registered under the Securities Act of 1933 [15
      U.S.C. 77a et seq.], such term shall not include any
      communication (A) if it is proved that prior to or at the same
      time with such communication a written statement if any required
      by section 77fff of this title was sent or given to the persons
      to whom the communication was made, or (B) if such communication
      states from whom such statement may be obtained (if such
      statement is required by rules or regulations under paragraphs
      (1) or (2) of subsection (b) of section 77fff of this title) and,
      in addition, does no more than identify the security, state the
      price thereof, state by whom orders will be executed and contain
      such other information as the Commission, by rules or regulations
      deemed necessary or appropriate in the public interest or for the
      protection of investors, and subject to such terms and conditions
      as may be prescribed therein, may permit.
        (4) The term "underwriter" means any person who has purchased
      from an issuer with a view to, or offers or sells for an issuer
      in connection with, the distribution of any security, or
      participates or has a direct or indirect participation in any
      such undertaking, or participates or has a participation in the
      direct or indirect underwriting of any such undertaking; but such
      term shall not include a person whose interest is limited to a
      commission from an underwriter or dealer not in excess of the
      usual and customary distributors' or sellers' commission.
        (5) The term "director" means any director of a corporation, or
      any individual performing similar functions with respect to any
      organization whether incorporated or unincorporated.
        (6) The term "executive officer" means the president, every
      vice president, every trust officer, the cashier, the secretary,
      and the treasurer of a corporation, and any individual
      customarily performing similar functions with respect to any
      organization whether incorporated or unincorporated, but shall
      not include the chairman of the board of directors.
        (7) The term "indenture" means any mortgage, deed of trust,
      trust or other indenture, or similar instrument or agreement
      (including any supplement or amendment to any of the foregoing),
      under which securities are outstanding or are to be issued,
      whether or not any property, real or personal, is, or is to be,
      pledged, mortgaged, assigned, or conveyed thereunder.
        (8) The term "application" or "application for qualification"
      means the application provided for in section 77eee of this title
      or section 77ggg of this title, and includes any amendment
      thereto and any report, document, or memorandum accompanying such
      application or incorporated therein by reference.
        (9) The term "indenture to be qualified" means (A) the
      indenture under which there has been or is to be issued a
      security in respect of which a particular registration statement
      has been filed, or (B) the indenture in respect of which a
      particular application has been filed.
        (10) The term "indenture trustee" means each trustee under the
      indenture to be qualified, and each successor trustee.
        (11) The term "indenture security" means any security issued or
      issuable under the indenture to be qualified.
        (12) The term "obligor", when used with respect to any such
      indenture security, means every person (including a guarantor)
      who is liable thereon, and, if such security is a certificate of
      interest or participation, such term means also every person
      (including a guarantor) who is liable upon the security or
      securities in which such certificate evidences an interest or
      participation; but such term shall not include the trustee under
      an indenture under which certificates of interest or
      participation, equipment trust certificates, or like securities
      are outstanding.
        (13) The term "paying agent", when used with respect to any
      such indenture security, means any person authorized by an
      obligor thereon (A) to pay the principal of or interest on such
      security on behalf of such obligor, or (B) if such security is a
      certificate of interest or participation, equipment trust
      certificate, or like security, to make such payment on behalf of
      the trustee.
        (14) The term "State" means any State of the United States.
        (15) The term "Commission" means the Securities and Exchange
      Commission.
        (16) The term "voting security" means any security presently
      entitling the owner or holder thereof to vote in the direction or
      management of the affairs of a person, or any security issued
      under or pursuant to any trust, agreement, or arrangement whereby
      a trustee or trustees or agent or agents for the owner or holder
      of such security are presently entitled to vote in the direction
      or management of the affairs of a person; and a specified
      percentage of the voting securities of a person means such amount
      of the outstanding voting securities of such person as entitles
      the holder or holders thereof to cast such specified percentage
      of the aggregate votes which the holders of all the outstanding
      voting securities of such person are entitled to cast in the
      direction or management of the affairs of such person.
        (17) The terms "Securities Act of 1933 [15 U.S.C. 77a et
      seq.]," "Securities Exchange Act of 1934 [15 U.S.C. 78a et
      seq.]," and "Public Utility Holding Company Act of 1935" (!1)
      shall be deemed to refer, respectively, to such Acts, as amended,
      whether amended prior to or after the enactment of this
      subchapter.

        (18) The term "Bankruptcy Act" means the Bankruptcy Act or
      title 11.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 303, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1151; amended Aug. 10, 1954, ch. 667, title III,
    Sec. 301, 68 Stat. 686; Pub. L. 95-598, title III, Sec. 307, Nov.
    6, 1978, 92 Stat. 2674; Pub. L. 100-181, title V, Secs. 501, 502,
    Dec. 4, 1987, 101 Stat. 1260; Pub. L. 101-550, title IV, Sec. 402,
    Nov. 15, 1990, 104 Stat. 2722; Pub. L. 105-353, title III, Sec.
    301(e)(1), Nov. 3, 1998, 112 Stat. 3237.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in pars. (3) and (17), 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 this
    chapter. For complete classification of this Act to the Code, see
    section 77a of this title and Tables.
      The Securities Exchange Act of 1934, referred to in par. (17), is
    act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is
    classified generally to chapter 2B (Sec. 78a et seq.) of this
    title. For complete classification of this Act to the Code, see
    section 78a of this title and Tables.
      The Public Utility Holding Company Act of 1935, referred to in
    par. (17), is title I of act Aug. 26, 1935, ch. 687, 49 Stat. 803,
    as amended, which was classified generally to chapter 2C (Sec. 79
    et seq.) of this title, prior to repeal by Pub. L. 109-58, title
    XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see Tables.
      The Bankruptcy Act, referred to in par. (18), is act July 1,
    1898, ch. 541, 30 Stat. 544, as amended, which was classified
    generally to former Title 11, Bankruptcy. The Act was repealed
    effective Oct. 1, 1979, by Pub. L. 95-598, Secs. 401(a), 402(a),
    Nov. 6, 1978, 92 Stat. 2682, section 101 of which enacted revised
    Title 11.


-MISC1-
                                AMENDMENTS                            
      1998 - Pars. (2), (3). Pub. L. 105-353 substituted "section 2(a)"
    for "section 2".
      1990 - Par. (8). Pub. L. 101-550 inserted "section 77eee of this
    title or" after "provided for in".
      1987 - Par. (4). Pub. L. 100-181, Sec. 501, substituted
    "undertaking" for "undertakng".
      Par. (12). Pub. L. 100-181, Sec. 502, inserted "(including a
    guarantor)" after "person" in two places.
      1978 - Par. (18). Pub. L. 95-598 substituted "Bankruptcy Act or
    title 11" for "Act entitled 'An Act to establish a uniform system
    of bankruptcy throughout the United States', approved July 1, 1898,
    as amended, whether amended prior to or after August 3, 1939".
      1954 - Pars. (1) to (4). Act Aug. 10, 1954, made formal changes
    in order to conform to amendments made by act Aug. 10, 1954, to
    sections 77b, 77e, and 77j of this title.

                     EFFECTIVE DATE OF 1978 AMENDMENT                 
      Amendment effective Oct. 1, 1979, see section 402(a) of Pub. L.
    95-598 set out as an Effective Date note preceding section 101 of
    Title 11, Bankruptcy.

                     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.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77ddd                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77ddd. Exempted securities and transactions

-STATUTE-
    (a) Specific securities exempted
      The provisions of this subchapter shall not apply to any of the
    following securities:
        (1) any security 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 having substantially different rights and privileges,
      or a temporary certificate for any such certificate;
        (3) Repealed. Pub. L. 101-550, title IV, Sec. 403(1)(A), Nov.
      15, 1990, 104 Stat. 2722.
        (4)(A) any security exempted from the provisions of the
      Securities Act of 1933 [15 U.S.C. 77a et seq.] by paragraphs (2)
      to (8), (11), or (13) of section 3(a) thereof [15 U.S.C. 77c(a)];
        (B) any security exempted from the provisions of the Securities
      Act of 1933, as amended [15 U.S.C. 77a et seq.], by paragraph (2)
      of subsection 3(a) thereof, as amended by section 401 of the
      Employment Security Amendments of 1970 [15 U.S.C. 77c(a)(2)];
        (5) any security issued under a mortgage indenture as to which
      a contract of insurance under the National Housing Act [12 U.S.C.
      1701 et seq.] is in effect; and any such security shall be deemed
      to be exempt from the provisions of the Securities Act of 1933
      [15 U.S.C. 77a et seq.] to the same extent as though such
      security were specifically enumerated in section 3(a)(2) of such
      Act [15 U.S.C. Sec. 77c(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 which is exempted by this
      subsection;
        (8) any security which has been or is to be issued otherwise
      than under an indenture, but this exemption shall not be applied
      within a period of twelve consecutive months to 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
      [15 U.S.C. 77c(b)] limiting exemptions thereunder, or such lesser
      amount as the Commission may establish by its rules and
      regulations;
        (9) any security which has been or is to be issued under an
      indenture which limits the aggregate principal amount of
      securities at any time outstanding thereunder to $10,000,000, or
      such lesser amount as the Commission 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 of the same issuer, or
      such lesser amount as the Commission may establish by its rules
      and regulations; or
        (10) any security issued under a mortgage or trust deed
      indenture as to which a contract of insurance under title XI of
      the National Housing Act [12 U.S.C. 1749aaa et seq.] is in
      effect; and any such security shall be deemed to be exempt from
      the provisions of the Securities Act of 1933 [15 U.S.C. 77a et
      seq.] to the same extent as though such security were
      specifically enumerated in section 3(a)(2), as amended, of the
      Securities Act of 1933 [15 U.S.C. 77c(a)(2)].

    In computing the aggregate principal amount of securities to which
    the exemptions provided by paragraphs (8) and (9) of this
    subsection may be applied, securities to which the provisions of
    sections 77eee and 77fff 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 and 77fff 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 [15 U.S.C.
    77e] by section 4 thereof [15 U.S.C. 77d] or (2) to any transaction
    which would be so exempted but for the last sentence of paragraph
    (11) of section 2 of such Act (!1) [15 U.S.C. 77b].

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

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 304, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1153; amended Aug. 10, 1954, ch. 667, title III,
    Sec. 302, 68 Stat. 687; Pub. L. 85-699, title III, Sec. 307(b),
    Aug. 21, 1958, 72 Stat. 694; Pub. L. 86-760, Sept. 13, 1960, 74
    Stat. 902; Pub. L. 89-754, title V, Sec. 504(b), Nov. 3, 1966, 80
    Stat. 1278; Pub. L. 91-567, Sec. 6(c), Dec. 22, 1970, 84 Stat.
    1499; Pub. L. 96-477, title III, Sec. 302, Oct. 21, 1980, 94 Stat.
    2291; Pub. L. 101-550, title IV, Sec. 403, Nov. 15, 1990, 104 Stat.
    2722; Pub. L. 104-290, title V, Sec. 508(e), Oct. 11, 1996, 110
    Stat. 3448; Pub. L. 105-353, title III, Sec. 301(e)(2), Nov. 3,
    1998, 112 Stat. 3237.)

-REFTEXT-
                            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, as
    amended, which is classified generally to subchapter I (Sec. 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, as amended, which is
    classified generally to chapter 13 (Sec. 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
    (Sec. 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.
      Paragraph (11) of section 2 of the Securities Act of 1933,
    referred to in subsec. (b), was redesignated paragraph (11) of
    section 2(a) of the Act by Pub. L. 104-290, title I, Sec.
    106(a)(1), Oct. 11, 1996, 110 Stat. 3424, and is classified to
    section 77b(a)(11) of this title.
      The Small Business Investment Act of 1958, referred to in subsec.
    (e), is Pub. L. 85-699, Aug. 21, 1958, 72 Stat. 689, as amended,
    which is classified principally to chapter 14B (Sec. 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.


-MISC1-
                                AMENDMENTS                            
      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, Sec. 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, Sec. 403(1)(B), struck out ",
    as heretofore amended," after "1933".
      Subsec. (d). Pub. L. 101-550, Sec. 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, Sec. 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, Sec. 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,".

                     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.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77eee                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77eee. Securities required to be registered under Securities
      Act

-STATUTE-
    (a) Information required
      Subject to the provisions of section 77ddd of this title, a
    registration statement relating to a security shall include the
    following information and documents, as though such inclusion were
    required by the provisions of section 7 of the Securities Act of
    1933 [15 U.S.C. 77g] - 
        (1) such information and documents as the Commission may by
      rules and regulations prescribe in order to enable the Commission
      to determine whether any person designated to act as trustee
      under the indenture under which such security has been or is to
      be issued is eligible to act as such under subsection (a) of
      section 77jjj of this title; and
        (2) an analysis of any provisions of such indenture with
      respect to (A) the definition of what shall constitute a default
      under such indenture, and the withholding of notice to the
      indenture security holders of any such default, (B) the
      authentication and delivery of the indenture securities and the
      application of the proceeds thereof, (C) the release or the
      release and substitution of any property subject to the lien of
      the indenture, (D) the satisfaction and discharge of the
      indenture, and (E) the evidence required to be furnished by the
      obligor upon the indenture securities to the trustee as to
      compliance with the conditions and covenants provided for in such
      indenture.

    The information and documents required by paragraph (1) of this
    subsection with respect to the person designated to act as
    indenture trustee shall be contained in a separate part of such
    registration statement, which part shall be signed by such person.
    Such part of the registration statement shall be deemed to be a
    document filed pursuant to this subchapter, and the provisions of
    sections 11, 12, 17, and 24 of the Securities Act of 1933 [15
    U.S.C. 77k, 77l, 77q, 77x] shall not apply to statements therein or
    omissions therefrom.
    (b) Refusal of registration statement
      (1) Except as may be permitted by paragraph (2) of this
    subsection, the Commission shall issue an order prior to the
    effective date of registration refusing to permit such a
    registration statement to become effective, if it finds that - 
        (A) the security to which such registration statement relates
      has not been or is not to be issued under an indenture; or
        (B) any person designated as trustee under such indenture is
      not eligible to act as such under subsection (a) of section 77jjj
      of this title;

    but no such order shall be issued except after notice and
    opportunity for hearing within the periods and in the manner
    required with respect to refusal orders pursuant to section 8(b) of
    the Securities Act of 1933 [15 U.S.C. 77h(b)]. If and when the
    Commission deems that the objections on which such order was based
    have been met, the Commission shall enter an order rescinding such
    refusal order, and the registration shall become effective at the
    time provided in section 8(a) of the Securities Act of 1933 [15
    U.S.C. 77h(a)], or upon the date of such rescission, whichever
    shall be the later.
      (2) In the case of securities registered under the Securities Act
    of 1933 [15 U.S.C. 77a et seq.], which securities are eligible to
    be issued, offered, or sold on a delayed basis by or on behalf of
    the registrant, the Commission shall not be required to issue an
    order pursuant to paragraph (1) of subsection (b) of this section
    for failure to designate a trustee eligible to act under subsection
    (a) of section 77jjj of this title if, in accordance with such
    rules and regulations as may be prescribed by the Commission, the
    issuer of such securities files an application for the purpose of
    determining such trustee's eligibility under subsection (a) of
    section 77jjj of this title. The Commission shall issue an order
    prior to the effective date of such application refusing to permit
    the application to become effective, if it finds that any person
    designated as trustee under such indenture is not eligible to act
    as such under subsection (a) of section 77jjj of this title, but no
    order shall be issued except after notice and opportunity for
    hearing within the periods and in the manner required with respect
    to refusal orders pursuant to section 8(b) of the Securities Act of
    1933 [15 U.S.C. 77h(b)]. If after notice and opportunity for
    hearing the Commission issues an order under this provision, the
    obligor shall within 5 calendar days appoint a trustee meeting the
    requirements of subsection (a) of section 77jjj of this title. No
    such appointment shall be effective and such refusal order shall
    not be rescinded by the Commission until a person eligible to act
    as trustee under subsection (a) of section 77jjj of this title has
    been appointed. If no order is issued, an application filed
    pursuant to this paragraph shall be effective the tenth day after
    filing thereof or such earlier date as the Commission may
    determine, having due regard to the adequacy of information
    provided therein, the public interest, and the protection of
    investors.
    (c) Information required in prospectus
      A prospectus relating to any such security shall include to the
    extent the Commission may prescribe by rules and regulations as
    necessary and appropriate in the public interest or for the
    protection of investors, as though such inclusion were required by
    section 10 of the Securities Act of 1933 [15 U.S.C. 77j], a written
    statement containing the analysis set forth in the registration
    statement, of any indenture provisions with respect to the matters
    specified in paragraph (2) of subsection (a) of this section,
    together with a supplementary analysis, prepared by the Commission,
    of such provisions and of the effect thereof, if, in the opinion of
    the Commission, the inclusion of such supplementary analysis is
    necessary or appropriate in the public interest or for the
    protection of investors, and the Commission so declares by order
    after notice and, if demanded by the issuer, opportunity for
    hearing thereon. Such order shall be entered prior to the effective
    date of registration, except that if opportunity for hearing
    thereon is demanded by the issuer such order shall be entered
    within a reasonable time after such opportunity for hearing.
    (d) Applicability of other statutory provisions
      The provisions of sections 11, 12, 17, and 24 of the Securities
    Act of 1933 [15 U.S.C. 77k, 77l, 77q, 77x], and the provisions of
    sections 77www and 77yyy of this title, shall not apply to
    statements in or omissions from any analysis required under the
    provisions of this section or section 77fff or 77ggg of this title.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 305, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1154; amended Aug. 10, 1954, ch. 667, title III,
    Sec. 303, 68 Stat. 687; Pub. L. 101-550, title IV, Sec. 404, Nov.
    15, 1990, 104 Stat. 2722.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in subsec. (b)(2), 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 this
    chapter. For complete classification of this Act to the Code, see
    section 77a of this title and Tables.


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a)(1). Pub. L. 101-550, Sec. 404(1), struck out
    "or has a conflicting interest as defined in subsection (b) of
    section 77jjj of this title" after "section 77jjj of this title".
      Subsec. (b). Pub. L. 101-550, Sec. 404(2), designated existing
    provisions as par. (1), substituted "Except as may be permitted by
    paragraph (2) of this subsection, the Commission shall issue" for
    "The Commission shall issue", redesignated former par. (1) as
    subpar. (a) and inserted "or" at end, struck out former par. (2)
    which authorized Commission to prohibit a registration statement
    from taking effect if it finds that such indenture does not conform
    to requirements of sections 77jjj to 77rrr of this title,
    redesignated former par. (3) as subpar. (B) and struck out "or has
    any conflicting interest as defined in subsection (b) of section
    77jjj of this title" after "section 77jjj of this title", and added
    par. (2).
      1954 - Subsec. (c). Act Aug. 10, 1954, authorized the Commission
    to prescribe by rule and regulation the extent to which summaries
    of indenture provisions must be contained in prospectuses.

                     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.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77fff                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77fff. Securities not registered under Securities Act

-STATUTE-
    (a) Prohibitions affecting unregistered securities not issued under
      indenture
      In the case of any security which is not registered under the
    Securities Act of 1933 [15 U.S.C. 77a et seq.] and to which this
    subsection is applicable notwithstanding the provisions of section
    77ddd of this title, unless such security has been or is to be
    issued under an indenture and an application for qualification is
    effective as to such indenture, it shall be unlawful for any
    person, directly or indirectly - 
        (1) to make use of any means or instruments of transportation
      or communication in interstate commerce or of the mails to sell
      such security through the use or medium of any prospectus or
      otherwise; or
        (2) to carry or cause to be carried through the mails or
      interstate commerce, by any means or instruments of
      transportation, any such security for the purpose of sale or for
      delivery after sale.
    (b) Prohibitions affecting unregistered securities issued under
      indenture
      In the case of any security which is not registered under the
    Securities Act of 1933 [15 U.S.C. 77a et seq.], but which has been
    or is to be issued under an indenture as to which an application
    for qualification is effective, it shall be unlawful for any
    person, directly or indirectly - 
        (1) to make use of any means or instruments of transportation
      or communication in interstate commerce or of the mails to carry
      or transmit any prospectus relating to any such security, unless
      such prospectus, to the extent the Commission may prescribe by
      rules and regulations as necessary and appropriate in the public
      interest or for the protection of investors, includes or is
      accompanied by a written statement that contains the information
      specified in subsection (c) of section 77eee of this title; or
        (2) to carry or to cause to be carried through the mails or in
      interstate commerce any such security for the purpose of sale or
      for delivery after sale, unless, to the extent the Commission may
      prescribe by rules and regulations as necessary or appropriate in
      the public interest or for the protection of investors,
      accompanied or preceded by a written statement that contains the
      information specified in subsection (c) of section 77eee of this
      title.
    (c) Necessity of issuance under indenture; application for
      qualification
      It shall be unlawful for any person, directly or indirectly, to
    make use of any means or instruments of transportation or
    communication in interstate commerce or of the mails to offer to
    sell through the use or medium of any prospectus or otherwise any
    security which is not registered under the Securities Act of 1933
    [15 U.S.C. 77a et seq.] and to which this subsection is applicable
    notwithstanding the provisions of section 77ddd of this title,
    unless such security has been or is to be issued under an indenture
    and an application for qualification has been filed as to such
    indenture, or while the application is the subject of a refusal
    order or stop order or (prior to qualification) any public
    proceeding or examination under section 77ggg(c) of this title.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 306, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1155; amended Aug. 10, 1954, ch. 667, title III,
    Sec. 304, 68 Stat. 687.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in subsecs. (a) to (c),
    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
    this chapter. For complete classification of this Act to the Code,
    see section 77a of this title and Tables.


-MISC1-
                                AMENDMENTS                            
      1954 - Subsec. (b). Act Aug. 10, 1954, authorized the Commission
    to prescribe the extent to which summaries of indenture provisions
    must be used in the sale of specified types of securities.
      Subsec. (c). Act Aug. 10, 1954, added subsec. (c).

                     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.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77ggg                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77ggg. Qualification of indentures covering securities not
      required to be registered

-STATUTE-
    (a) Application; information required; availability of information
      to public
      In the case of any security which is not required to be
    registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.]
    and to which subsection (a) of section 77fff of this title is
    applicable notwithstanding the provisions of section 77ddd of this
    title, an application for qualification of the indenture under
    which such security has been or is to be issued shall be filed with
    the Commission by the issuer of such security. Each such
    application shall be in such form, and shall be signed in such
    manner, as the Commission may by rules and regulations prescribe as
    necessary or appropriate in the public interest or for the
    protection of investors. Each such application shall include the
    information and documents required by subsection (a) of section
    77eee of this title. The information and documents required by
    paragraph (1) of such subsection with respect to the person
    designated to act as indenture trustee shall be contained in a
    separate part of such application, which part shall be signed by
    such person. Each such application shall also include such of the
    other information and documents which would be required to be filed
    in order to register such indenture security under the Securities
    Act of 1933 as the Commission may by rules and regulations
    prescribe as necessary or appropriate in the public interest or for
    the protection of investors. An application may be withdrawn by the
    applicant at any time prior to the effective date thereof. Subject
    to the provisions of section 77uuu of this title, the information
    and documents contained in or filed with any application shall be
    made available to the public under such regulations as the
    Commission may prescribe, and copies thereof, photostatic or
    otherwise, shall be furnished to every applicant therefor at such
    reasonable charge as the Commission may prescribe.
    (b) Filing of application
      The filing with the Commission of an application, or of an
    amendment to an application, shall be deemed to have taken place
    upon the receipt thereof by the Commission.
    (c) Applicability of other statutory provisions
      The provisions of section 77h of this title and the provisions of
    subsection (b) of section 77eee of this title shall apply with
    respect to every such application, as though such application were
    a registration statement filed pursuant to the provisions of the
    Securities Act of 1933 [15 U.S.C. 77a et seq.].

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 307, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1156; amended Pub. L. 107-123, Sec. 7, Jan. 16,
    2002, 115 Stat. 2397.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in subsecs. (a) and (c),
    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
    this chapter. For complete classification of this Act to the Code,
    see section 77a of this title and Tables.


-MISC1-
                                AMENDMENTS                            
      2002 - Subsec. (b). Pub. L. 107-123 substituted "Commission" for
    "Commission, but, in the case of an application, only if it is
    accompanied or preceded by payment to the Commission of a filing
    fee in the amount of $100, such payment to be made in cash or by
    United States postal money order or certified or bank check, or in
    such other medium of payment as the Commission may authorize by
    rule and regulation".

                     EFFECTIVE DATE OF 2002 AMENDMENT                 
      Amendment by Pub. L. 107-123 effective Oct. 1, 2001, see section
    11 of Pub. L. 107-123, set out as a note under section 78ee of this
    title.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77hhh                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77hhh. Integration of procedure with Securities Act and other
      Acts

-STATUTE-
    (a) Incorporation by reference
      The Commission, by such rules and regulations or orders as it
    deems necessary or appropriate in the public interest or for the
    protection of investors, shall authorize the filing of any
    information or documents required to be filed with the Commission
    under this subchapter, or under the Securities Act of 1933 [15
    U.S.C. 77a et seq.], the Securities Exchange Act of 1934 [15 U.S.C.
    78a et seq.], or the Public Utility Holding Company Act of
    1935,(!1) by incorporating by reference any information or
    documents on file with the Commission under this subchapter or
    under any such Act.

    (b) Consolidation of applications, reports, etc.
      The Commission, by such rules and regulations or orders as it
    deems necessary or appropriate in the public interest or for the
    protection of investors, shall provide for the consolidation of
    applications, reports, and proceedings under this subchapter with
    registration statements, applications, reports, and proceedings
    under the Securities Act of 1933 [15 U.S.C. 77a et seq.], the
    Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or the
    Public Utility Holding Company Act of 1935.(!1)

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 308, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1156.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in subsecs. (a) and (b),
    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
    this chapter. For complete classification of this Act to the Code,
    see section 77a of this title and Tables.
      The Securities Exchange Act of 1934, referred to in subsecs. (a)
    and (b), is act June 6, 1934, ch. 404, 48 Stat. 881, as amended,
    which is classified generally to chapter 2B (Sec. 78a et seq.) of
    this title. For complete classification of this Act to the Code,
    see section 78a of this title and Tables.
      The Public Utility Holding Company Act of 1935, referred to in
    subsecs. (a) and (b), is title I of act Aug. 26, 1935, ch. 687, 49
    Stat. 803, as amended, which was classified generally to chapter 2C
    (Sec. 79 et seq.) of this title, prior to repeal by Pub. L. 109-58,
    title XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see Tables.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77iii                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77iii. Effective time of qualification

-STATUTE-
    (a) Effective time of registration or application for qualification
      of indenture
      The indenture under which a security has been or is to be issued
    shall be deemed to have been qualified under this subchapter - 
        (1) when registration becomes effective as to such security; or
        (2) when an application for the qualification of such indenture
      becomes effective, pursuant to section 77ggg of this title.
    (b) Stop orders after effective time of qualification
      After qualification has become effective as to the indenture
    under which a security has been or is to be issued, no stop order
    shall be issued pursuant to section 77h(d) of this title,
    suspending the effectiveness of the registration statement relating
    to such security or of the application for qualification of such
    indenture, except on one or more of the grounds specified in
    section 77h of this title, or the failure of the issuer to file an
    application as provided for by section 77eee(b)(2) of this title.
    (c) Effect of subsequent rule or regulation on qualification
      The making, amendment, or rescission of a rule, regulation, or
    order under the provisions of this subchapter (except to the extent
    authorized by subsection (a) of section 77nnn of this title with
    respect to rules and regulations prescribed pursuant to such
    subsection) shall not affect the qualification, form, or
    interpretation of any indenture as to which qualification became
    effective prior to the making, amendment, or rescission of such
    rule, regulation, or order.
    (d) Liability of trustee under qualified indenture
      No trustee under an indenture which has been qualified under this
    subchapter shall be subject to any liability because of any failure
    of such indenture to comply with any of the provisions of this
    subchapter, or any rule, regulation, or order thereunder.
    (e) Power of Commission to conduct investigation
      Nothing in this subchapter shall be construed as empowering the
    Commission to conduct an investigation or other proceeding for the
    purpose of determining whether the provisions of an indenture which
    has been qualified under this subchapter are being complied with,
    or to enforce such provisions.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 309, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1157; amended Pub. L. 101-550, title IV, Sec.
    405, Nov. 15, 1990, 104 Stat. 2723.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (b). Pub. L. 101-550 inserted before period at end
    ", or the failure of the issuer to file an application as provided
    for by section 77eee(b)(2) of this title".


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77jjj                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77jjj. Eligibility and disqualification of trustee

-STATUTE-
    (a) Persons eligible for appointment as trustee
      (1) There shall at all times be one or more trustees under every
    indenture qualified or to be qualified pursuant to this subchapter,
    at least one of whom shall at all times be a corporation organized
    and doing business under the laws of the United States or of any
    State or Territory or of the District of Columbia or a corporation
    or other person permitted to act as trustee by the Commission
    (referred to in this subchapter as the institutional trustee),
    which (A) is authorized under such laws to exercise corporate trust
    powers, and (B) is subject to supervision or examination by
    Federal, State, Territorial, or District of Columbia authority. The
    Commission may, pursuant to such rules and regulations as it may
    prescribe, or by order on application, permit a corporation or
    other person organized and doing business under the laws of a
    foreign government to act as sole trustee under an indenture
    qualified or to be qualified pursuant to this subchapter, if such
    corporation or other person (i) is authorized under such laws to
    exercise corporate trust powers, and (ii) is subject to supervision
    or examination by authority of such foreign government or a
    political subdivision thereof substantially equivalent to
    supervision or examination applicable to United States
    institutional trustees. In prescribing such rules and regulations
    or making such order, the Commission shall consider whether under
    such laws, a United States institutional trustee is eligible to act
    as sole trustee under an indenture relating to securities sold
    within the jurisdiction of such foreign government.
      (2) Such institution (!1) trustee shall have at all times a
    combined capital and surplus of a specified minimum amount, which
    shall not be less than $150,000. If such institutional trustee
    publishes reports of condition at least annually, pursuant to law
    or to the requirements of said supervising or examining authority,
    the indenture may provide that, for the purposes of this paragraph,
    the combined capital and surplus of such trustee shall be deemed to
    be its combined capital and surplus as set forth in its most recent
    report of condition so published.

      (3) If the indenture to be qualified requires or permits the
    appointment of one or more co-trustees in addition to such
    institutional trustee, the rights, powers, duties, and obligations
    conferred or imposed upon the trustees or any of them shall be
    conferred or imposed upon and exercised or performed by such
    institutional trustee, or such institutional trustee and such co-
    trustees jointly, except to the extent that under any law of any
    jurisdiction in which any particular act or acts are to be
    performed, such institutional trustee shall be incompetent or
    unqualified to perform such act or acts, in which event such
    rights, powers, duties, and obligations shall be exercised and
    performed by such co-trustees.
      (4) In the case of certificates of interest or participation, the
    indenture trustee or trustees shall have the legal power to
    exercise all of the rights, powers, and privileges of a holder of
    the security or securities in which such certificates evidence an
    interest or participation.
      (5) No obligor upon the indenture securities or person directly
    or indirectly controlling, controlled by, or under common control
    with such obligor shall serve as trustee upon such indenture
    securities.
    (b) Disqualification of trustee
      If any indenture trustee has or shall acquire any conflicting
    interest as hereinafter defined - 
        (i) then, within 90 days after ascertaining that it has such
      conflicting interest, and if the default (as defined in the next
      sentence) to which such conflicting interest relates has not been
      cured or duly waived or otherwise eliminated before the end of
      such 90-day period, such trustee shall either eliminate such
      conflicting interest or, except as otherwise provided below in
      this subsection, resign, and the obligor upon the indenture
      securities shall take prompt steps to have a successor appointed
      in the manner provided in the indenture;
        (ii) in the event that such trustee shall fail to comply with
      the provisions of clause (i) of this subsection, such trustee
      shall, within 10 days after the expiration of such 90-day period,
      transmit notice of such failure to the indenture security holders
      in the manner and to the extent provided in subsection (c) of
      section 77mmm of this title; and
        (iii) subject to the provisions of subsection (e) of section
      77ooo of this title, unless such trustee's duty to resign is
      stayed as provided below in this subsection, any security holder
      who has been a bona fide holder of indenture securities for at
      least six months may, on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction
      for the removal of such trustee, and the appointment of a
      successor, if such trustee fails, after written request thereof
      by such holder to comply with the provisions of clause (i) of
      this subsection.

      For the purposes of this subsection, an indenture trustee shall
    be deemed to have a conflicting interest if the indenture
    securities are in default (as such term is defined in such
    indenture, but exclusive of any period of grace or requirement of
    notice) and - 
        (1) such trustee is trustee under another indenture under which
      any other securities, or certificates of interest or
      participation in any other securities, of an obligor upon the
      indenture securities are outstanding or is trustee for more than
      one outstanding series of securities, as hereafter defined, under
      a single indenture of an obligor, unless - 
          (A) the indenture securities are collateral trust notes under
        which the only collateral consists of securities issued under
        such other indenture,
          (B) such other indenture is a collateral trust indenture
        under which the only collateral consists of indenture
        securities, or
          (C) such obligor has no substantial unmortgaged assets and is
        engaged primarily in the business of owning, or of owning and
        developing and/or operating, real estate, and the indenture to
        be qualified and such other indenture are secured by wholly
        separate and distinct parcels of real estate:

      Provided, That the indenture to be qualified shall automatically
      be deemed (unless it is expressly provided therein that such
      provision is excluded) to contain a provision excluding from the
      operation of this paragraph other series under such indenture,
      and any other indenture or indentures under which other
      securities, or certificates of interest or participation in other
      securities, of such an obligor are outstanding, if - 
          (i) the indenture to be qualified and any such other
        indenture or indentures (and all series of securities issuable
        thereunder) are wholly unsecured and rank equally, and such
        other indenture or indentures (and such series) are
        specifically described in the indenture to be qualified or are
        thereafter qualified under this subchapter, unless the
        Commission shall have found and declared by order pursuant to
        subsection (b) of section 77eee of this title or subsection (c)
        of section 77ggg of this title that differences exist between
        the provisions of the indenture (or such series) to be
        qualified and the provisions of such other indenture or
        indentures (or such series) which are so likely to involve a
        material conflict of interest as to make it necessary in the
        public interest or for the protection of investors to
        disqualify such trustee from acting as such under one of such
        indentures, or
          (ii) the issuer shall have sustained the burden of proving,
        on application to the Commission and after opportunity for
        hearing thereon, that trusteeship under the indenture to be
        qualified and such other indenture or under more than one
        outstanding series under a single indenture is not so likely to
        involve a material conflict of interest as to make it necessary
        in the public interest or for the protection of investors to
        disqualify such trustee from acting as such under one of such
        indentures or with respect to such series;

        (2) such trustee or any of its directors or executive officers
      is an underwriter for an obligor upon the indenture securities;
        (3) such trustee directly or indirectly controls or is directly
      or indirectly controlled by or is under direct or indirect common
      control with an underwriter for an obligor upon the indenture
      securities;
        (4) such trustee or any of its directors or executive officers
      is a director, officer, partner, employee, appointee, or
      representative of an obligor upon the indenture securities, or of
      an underwriter (other than the trustee itself) for such an
      obligor who is currently engaged in the business of underwriting,
      except that - 
          (A) one individual may be a director and/or an executive
        officer of the trustee and a director and/or an executive
        officer of such obligor, but may not be at the same time an
        executive officer of both the trustee and of such obligor,
          (B) if and so long as the number of directors of the trustee
        in office is more than nine, one additional individual may be a
        director and/or an executive officer of the trustee and a
        director of such obligor, and
          (C) such trustee may be designated by any such obligor or by
        any underwriter for any such obligor, to act in the capacity of
        transfer agent, registrar, custodian, paying agent, fiscal
        agent, escrow agent, or depositary, or in any other similar
        capacity, or, subject to the provisions of paragraph (1) of
        this subsection, to act as trustee, whether under an indenture
        or otherwise;

        (5) 10 per centum or more of the voting securities of such
      trustee is beneficially owned either by an obligor upon the
      indenture securities or by any director, partner or executive
      officer thereof, or 20 per centum or more of such voting
      securities is beneficially owned, collectively by any two or more
      of such persons; or 10 per centum or more of the voting
      securities of such trustee is beneficially owned either by an
      underwriter for any such obligor or by any director, partner, or
      executive officer thereof, or is beneficially owned,
      collectively, by any two or more such persons;
        (6) such trustee is the beneficial owner of, or holds as
      collateral security for an obligation which is in default as
      hereinafter defined - 
          (A) 5 per centum or more of the voting securities, or 10 per
        centum or more of any other class of security, of an obligor
        upon the indenture securities, not including indentures (!2)
        securities and securities issued under any other indenture
        under which such trustee is also trustee, or

          (B) 10 per centum or more of any class of security of an
        underwriter for any such obligor;

        (7) such trustee is the beneficial owner of, or holds as
      collateral security for an obligation which is in default as
      hereinafter defined, 5 per centum or more of the voting
      securities of any person who, to the knowledge of the trustee,
      owns 10 per centum or more of the voting securities of, or
      controls directly or indirectly or is under direct or indirect
      common control with, an obligor upon the indenture securities;
        (8) such trustee is the beneficial owner of, or holds as
      collateral security for an obligation which is in default as
      hereinafter defined, 10 per centum or more of any class of
      security of any person who, to the knowledge of the trustee, owns
      50 per centum or more of the voting securities of an obligor upon
      the indenture securities;
        (9) such trustee owns, on the date of default upon the
      indenture securities (as such term is defined in such indenture
      but exclusive of any period of grace or requirement of notice) or
      any anniversary of such default while such default upon the
      indenture securities remains outstanding, in the capacity of
      executor, administrator, testamentary or inter vivos trustee,
      guardian, committee or conservator, or in any other similar
      capacity, an aggregate of 25 per centum or more of the voting
      securities, or of any class of security, of any person, the
      beneficial ownership of a specified percentage of which would
      have constituted a conflicting interest under paragraph (6), (7),
      or (8) of this subsection. As to any such securities of which the
      indenture trustee acquired ownership through becoming executor,
      administrator or testamentary trustee of an estate which include
      them, the provisions of the preceding sentence shall not apply
      for a period of not more than 2 years from the date of such
      acquisition, to the extent that such securities included in such
      estate do not exceed 25 per centum of such voting securities or
      25 per centum of any such class of security. Promptly after the
      dates of any such default upon the indenture securities and
      annually in each succeeding year that the indenture securities
      remain in default the trustee shall make a check of its holding
      of such securities in any of the above-mentioned capacities as of
      such dates. If the obligor upon the indenture securities fails to
      make payment in full of principal or interest under such
      indenture when and as the same becomes due and payable, and such
      failure continues for 30 days thereafter, the trustee shall make
      a prompt check of its holdings of such securities in any of the
      above-mentioned capacities as of the date of the expiration of
      such 30-day period, and after such date, notwithstanding the
      foregoing provisions of this paragraph, all such securities so
      held by the trustee, with sole or joint control over such
      securities vested in it, shall be considered as though
      beneficially owned by such trustee, for the purposes of
      paragraphs (6), (7), and (8) of this subsection; or
        (10) except under the circumstances described in paragraphs
      (!3) (1), (3), (4), (5) or (6) of section 77kkk(b) of this title,
      the trustee shall be or shall become a creditor of the obligor.


      For purposes of paragraph (1) of this subsection, and of section
    77ppp(a) of this title, the term "series of securities" or "series"
    means a series, class or group of securities issuable under an
    indenture pursuant to whose terms holders of one such series may
    vote to direct the indenture trustee, or otherwise take action
    pursuant to a vote of such holders, separately from holders of
    another such series: Provided, That "series of securities" or
    "series" shall not include any series of securities issuable under
    an indenture if all such series rank equally and are wholly
    unsecured.
      The specification of percentages in paragraphs (5) to (9),
    inclusive, of this subsection shall not be construed as indicating
    that the ownership of such percentages of the securities of a
    person is or is not necessary or sufficient to constitute direct or
    indirect control for the purposes of paragraph (3) or (7) of this
    subsection.
      For the purposes of paragraphs (6), (7), (8), and (9) of this
    subsection - 
        (A) the terms "security" and "securities" shall include only
      such securities as are generally known as corporate securities,
      but shall not include any note or other evidence of indebtedness
      issued to evidence an obligation to repay moneys lent to a person
      by one or more banks, trust companies, or banking firms, or any
      certificate of interest or participation in any such note or
      evidence of indebtedness;
        (B) an obligation shall be deemed to be in default when a
      default in payment of principal shall have continued for thirty
      days or more, and shall not have been cured; and
        (C) the indenture trustee shall not be deemed the owner or
      holder of (i) any security which it holds as collateral security
      (as trustee or otherwise) for any obligation which is not in
      default as above defined, or (ii) any security which it holds as
      collateral security under the indenture to be qualified,
      irrespective of any default thereunder, or (iii) any security
      which it holds as agent for collection, or as custodian, escrow
      agent or depositary, or in any similar representative capacity.

      For the purposes of this subsection, the term "underwriter" when
    used with reference to an obligor upon the indenture securities
    means every person who, within one year prior to the time as of
    which the determination is made, was an underwriter of any security
    of such obligor outstanding at the time of the determination.
      Except in the case of a default in the payment of the principal
    of or interest on any indenture security, or in the payment of any
    sinking or purchase fund installment, the indenture trustee shall
    not be required to resign as provided by this subsection if such
    trustee shall have sustained the burden of proving, on application
    to the Commission and after opportunity for hearing thereon, that -
    
        (i) the default under the indenture may be cured or waived
      during a reasonable period and under the procedures described in
      such application, and
        (ii) a stay of the trustee's duty to resign will not be
      inconsistent with the interests of holders of the indenture
      securities. The filing of such an application shall automatically
      stay the performance of the duty to resign until the Commission
      orders otherwise.

      Any resignation of an indenture trustee shall become effective
    only upon the appointment of a successor trustee and such
    successor's acceptance of such an appointment.
    (c) Applicability of section
      The Public Utility Holding Company Act of 1935 (!4) shall not be
    held to establish or authorize the establishment of any standards
    regarding the eligibility and qualifications of any trustee or
    prospective trustee under an indenture to be qualified under this
    subchapter, or regarding the provisions to be included in any such
    indenture with respect to the eligibility and qualifications of the
    trustee thereunder, other than those established by the provisions
    of this section.


-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 310, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1157; amended Pub. L. 101-550, title IV, Secs.
    406-408, Nov. 15, 1990, 104 Stat. 2723, 2724.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Public Utility Holding Company Act of 1935, referred to in
    subsec. (c), is title I of act Aug. 26, 1935, ch. 687, 49 Stat.
    803, as amended, which was classified generally to chapter 2C (Sec.
    79 et seq.) of this title, prior to repeal by Pub. L. 109-58, title
    XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see Tables.


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a)(1). Pub. L. 101-550, Sec. 406(1)-(4),
    substituted "There shall" for "The indenture to be qualified shall
    require that there shall", and "under every indenture qualified or
    to be qualified pursuant to this subchapter" for "thereunder",
    inserted "or a corporation or other person permitted to act as
    trustee by the Commission" before "(referred to", and inserted at
    end "The Commission may, pursuant to such rules and regulations as
    it may prescribe, or by order on application, permit a corporation
    or other person organized and doing business under the laws of a
    foreign government to act as sole trustee under an indenture
    qualified or to be qualified pursuant to this subchapter, if such
    corporation or other person (i) is authorized under such laws to
    exercise corporate trust powers, and (ii) is subject to supervision
    or examination by authority of such foreign government or a
    political subdivision thereof substantially equivalent to
    supervision or examination applicable to United States
    institutional trustees. In prescribing such rules and regulations
    or making such order, the Commission shall consider whether under
    such laws, a United States institutional trustee is eligible to act
    as sole trustee under an indenture relating to securities sold
    within the jurisdiction of such foreign government."
      Subsec. (a)(2). Pub. L. 101-550, Sec. 406(5), which directed the
    substitution of "Such institution" for "The indenture to be
    qualified shall require that such institution", was executed by
    making the substitution for "The indenture to be qualified shall
    require that such institutional", as the probable intent of
    Congress.
      Subsec. (a)(3). Pub. L. 101-550, Sec. 406(6), struck out "such
    indenture shall provide that" before "the rights".
      Subsec. (a)(4). Pub. L. 101-550, Sec. 406(7), (8), struck out
    "the indenture to be qualified shall require that" before "the
    indenture" and inserted "shall" after "trustee or trustees".
      Subsec. (a)(5). Pub. L. 101-550, Sec. 407, added par. (5).
      Subsec. (b). Pub. L. 101-550, Sec. 408, amended subsec. (b)
    generally.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) So in original. Probably should be "institutional".

    (!2) So in original. Probably should be "indenture".

    (!3) So in original. Probably should be "paragraph".

    (!4) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77kkk                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77kkk. Preferential collection of claims against obligor

-STATUTE-
    (a) Trustee as creditor of obligor
      Subject to the provisions of subsection (b) of this section, if
    the indenture trustee shall be, or shall become, a creditor,
    directly or indirectly, secured or unsecured, of an obligor upon
    the indenture securities, within three months prior to a default as
    defined in the last paragraph of this subsection, or subsequent to
    such a default, then, unless and until such default shall be cured,
    such trustee shall set apart and hold in a special account for the
    benefit of the trustee individually and the indenture security
    holders - 
        (1) an amount equal to any and all reductions in the amount due
      and owing upon any claim as such creditor in respect of principal
      or interest, effected after the beginning of such three months'
      period and valid as against such obligor and its other creditors,
      except any such reduction resulting from the receipt or
      disposition of any property described in paragraph (2) of this
      subsection, or from the exercise of any right of setoff which the
      trustee could have exercised if a petition in bankruptcy had been
      filed by or against such obligor upon the date of such default;
      and
        (2) all property received in respect of any claim as such
      creditor, either as security therefor, or in satisfaction or
      composition thereof, or otherwise, after the beginning of such
      three months' period, or an amount equal to the proceeds of any
      such property, if disposed of, subject, however, to the rights,
      if any, of such obligor and its other creditors in such property
      or such proceeds.

      Nothing herein contained shall affect the right of the indenture
    trustee - 
        (A) to retain for its own account (i) payments made on account
      of any such claim by any person (other than such obligor) who is
      liable thereon, and (ii) the proceeds of the bona fide sale of
      any such claim by the trustee to a third person, and (iii)
      distributions made in cash, securities, or other property in
      respect of claims filed against such obligor in bankruptcy or
      receivership or in proceedings for reorganization pursuant to the
      Bankruptcy Act or applicable State law;
        (B) to realize, for its own account, upon any property held by
      it as security for any such claim, if such property was so held
      prior to the beginning of such three months' period;
        (C) to realize, for its own account, but only to the extent of
      the claim hereinafter mentioned, upon any property held by it as
      security for any such claim, if such claim was created after the
      beginning of such three months' period and such property was
      received as security therefor simultaneously with the creation
      thereof, and if the trustee shall sustain the burden of proving
      that at the time such property was so received the trustee had no
      reasonable cause to believe that a default as defined in the last
      paragraph of this subsection would occur within three months; or
        (D) to receive payment on any claim referred to in paragraph
      (B) or (C) of this subsection, against the release of any
      property held as security for such claim as provided in said
      paragraph (B) or (C), as the case may be, to the extent of the
      fair value of such property.

    For the purposes of paragraphs (B), (C), and (D) of this
    subsection, property substituted after the beginning of such three
    months' period for property held as security at the time of such
    substitution shall, to the extent of the fair value of the property
    released, have the same status as the property released, and, to
    the extent that any claim referred to in any of such paragraphs is
    created in renewal of or in substitution for or for the purpose of
    repaying or refunding any preexisting claim of the indenture
    trustee as such creditor, such claim shall have the same status as
    such preexisting claim.
      If the trustee shall be required to account, the funds and
    property held in such special account and the proceeds thereof
    shall be apportioned between the trustee and the indenture security
    holders in such manner that the trustee and the indenture security
    holders realize, as a result of payments from such special account
    and payments of dividends on claims filed against such obligor in
    bankruptcy or receivership or in proceedings for reorganization
    pursuant to the Bankruptcy Act or applicable State law, the same
    percentage of their respective claims, figured before crediting to
    the claim of the trustee anything on account of the receipt by it
    from such obligor of the funds and property in such special account
    and before crediting to the respective claims of the trustee and
    the indenture security holders dividends on claims filed against
    such obligor in bankruptcy or receivership or in proceedings for
    reorganization pursuant to the Bankruptcy Act or applicable State
    law, but after crediting thereon receipts on account of the
    indebtedness represented by their respective claims from all
    sources other than from such dividends and from the funds and
    property so held in such special account. As used in this
    paragraph, with respect to any claim, the term "dividends" shall
    include any distribution with respect to such claim, in bankruptcy
    or receivership or in proceedings for reorganization pursuant to
    the Bankruptcy Act or applicable State law, whether such
    distribution is made in cash, securities, or other property, but
    shall not include any such distribution with respect to the secured
    portion, if any, of such claim. The court in which such bankruptcy,
    receivership, or proceeding for reorganization is pending shall
    have jurisdiction (i) to apportion between the indenture trustee
    and the indenture security holders, in accordance with the
    provisions of this paragraph, the funds and property held in such
    special account and the proceeds thereof, or (ii) in lieu of such
    apportionment, in whole or in part, to give to the provisions of
    this paragraph due consideration in determining the fairness of the
    distributions to be made to the indenture trustee and the indenture
    security holders with respect to their respective claims, in which
    event it shall not be necessary to liquidate or to appraise the
    value of any securities or other property held in such special
    account or as security for any such claim, or to make a specific
    allocation of such distributions as between the secured and
    unsecured portions of such claims, or otherwise to apply the
    provisions of this paragraph as a mathematical formula.
      Any indenture trustee who has resigned or been removed after the
    beginning of such three months' period shall be subject to the
    provisions of this subsection as though such resignation or removal
    had not occurred. Any indenture trustee who has resigned or been
    removed prior to the beginning of such three months' period shall
    be subject to the provisions of this subsection if and only if the
    following conditions exist - 
        (i) the receipt of property or reduction of claim which would
      have given rise to the obligation to account, if such indenture
      trustee had continued as trustee, occurred after the beginning of
      such three months' period; and
        (ii) such receipt of property or reduction of claim occurred
      within three months after such resignation or removal.

      As used in this subsection, the term "default" means any failure
    to make payment in full of principal or interest, when and as the
    same becomes due and payable, under any indenture which has been
    qualified under this subchapter, and under which the indenture
    trustee is trustee and the person of whom the indenture trustee is
    directly or indirectly a creditor is an obligor; and the term
    "indenture security holder" means all holders of securities
    outstanding under any such indenture under which any such default
    exists. In any case commenced under the Bankruptcy Act of July 1,
    1898, or any amendment thereto enacted prior to November 6, 1978,
    all references to periods of three months shall be deemed to be
    references to periods of four months.
    (b) Exclusion of creditor relationship arising from specified
      classes
      The indenture to be qualified shall automatically be deemed
    (unless it is expressly provided therein that any such provision is
    excluded) to contain provisions excluding from the operation of
    subsection (a) of this section a creditor relationship arising from
    - 
        (1) the ownership or acquisition of securities issued under any
      indenture, or any security or securities having a maturity of one
      year or more at the time of acquisition by the indenture trustee;
        (2) advances authorized by a receivership or bankruptcy court
      of competent jurisdiction, or by the indenture, for the purpose
      of preserving the property subject to the lien of the indenture
      or of discharging tax liens or other prior liens or encumbrances
      on the trust estate, if notice of such advance and of the
      circumstances surrounding the making thereof is given to the
      indenture security holders, at the time and in the manner
      provided in the indenture;
        (3) disbursements made in the ordinary course of business in
      the capacity of trustee under an indenture, transfer agent,
      registrar, custodian, paying agent, fiscal agent or depositary,
      or other similar capacity;
        (4) an indebtedness created as a result of services rendered or
      premises rented; or an indebtedness created as a result of goods
      or securities sold in a cash transaction as defined in the
      indenture;
        (5) the ownership of stock or of other securities of a
      corporation organized under the provisions of section 25(a) (!1)
      of the Federal Reserve Act, as amended [12 U.S.C. 611 et seq.],
      which is directly or indirectly a creditor of an obligor upon the
      indenture securities; or

        (6) the acquisition, ownership, acceptance, or negotiation of
      any drafts, bills of exchange, acceptances, or obligations which
      fall within the classification of self-liquidating paper as
      defined in the indenture.
    (c) Issue or sale of securities by registered holding company
      In the exercise by the Commission of any jurisdiction under the
    Public Utility Holding Company Act of 1935 (!1) regarding the issue
    or sale, by any registered holding company or a subsidiary company
    thereof, of any security of such issuer or seller or of any other
    company to a person which is trustee under an indenture or
    indentures of such issuer or seller or other company, or of a
    subsidiary or associate company or affiliate of such issuer or
    seller or other company (whether or not such indenture or
    indentures are qualified or to be qualified under this subchapter),
    the fact that such trustee will thereby become a creditor, directly
    or indirectly, of any of the foregoing shall not constitute a
    ground for the Commission taking adverse action with respect to any
    application or declaration, or limiting the scope of any rule or
    regulation which would otherwise permit such transaction to take
    effect; but in any case in which such trustee is trustee under an
    indenture of the company of which it will thereby become a
    creditor, or of any subsidiary company thereof, this subsection
    shall not prevent the Commission from requiring (if such
    requirement would be authorized under the provisions of the Public
    Utility Holding Company Act of 1935) (!1) that such trustee, as
    such, shall effectively and irrevocably agree in writing, for the
    benefit of the holders from time to time of the securities from
    time to time outstanding under such indenture, to be bound by the
    provisions of this section, subsection (c) of section 77ooo of this
    title, and, in case of default (as such term is defined in such
    indenture), subsection (d) of section 77ooo of this title, as fully
    as though such provisions were included in such indenture. For the
    purposes of this subsection the terms "registered holding company",
    "subsidiary company", "associate company", and "affiliate" shall
    have the respective meanings assigned to such terms in section 2(a)
    of the Public Utility Holding Company Act of 1935.(!1)

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 311, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1161; amended Pub. L. 101-550, title IV, Sec.
    409, Nov. 15, 1990, 104 Stat. 2728.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Section 25(a) of the Federal Reserve Act, as amended, referred to
    in subsec. (b)(5), which is classified to subchapter II (Sec. 611
    et seq.) of chapter 6 of Title 12, Banks and Banking, was
    renumbered section 25A of that act by Pub. L. 102-242, title I,
    Sec. 142(e)(2), Dec. 19, 1991, 105 Stat. 2281.
      The Public Utility Holding Company Act of 1935, referred to in
    subsec. (c), is title I of act Aug. 26, 1935, ch. 687, 49 Stat.
    803, as amended, which was classified generally to chapter 2C (Sec.
    79 et seq.) of this title, prior to repeal by Pub. L. 109-58, title
    XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see Tables.


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 409(1)-(4), struck out
    "the indenture to be qualified shall provide that" before "if" in
    first par., substituted "If" for "The indenture to be qualified
    shall provide that, if" in third par., substituted "three months"
    for "four months" and "three months' " for "four months' " wherever
    appearing, and inserted at end "In any case commenced under the
    Bankruptcy Act of July 1, 1898, or any amendment thereto enacted
    prior to November 6, 1978, all references to periods of three
    months shall be deemed to be references to periods of four months."
      Subsec. (b). Pub. L. 101-550, Sec. 409(5), substituted "shall
    automatically be deemed (unless it is expressly provided therein
    that any such provision is excluded) to" for "may".


-TRANS-
                           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.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77lll                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77lll. Bondholders' lists

-STATUTE-
    (a) Periodic filing of information by obligor with trustee
      Each obligor upon the indenture securities shall furnish or cause
    to be furnished to the institutional trustee thereunder at stated
    intervals of not more than six months, and at such other times as
    such trustee may request in writing, all information in the
    possession or control of such obligor, or of any of its paying
    agents, as to the names and addresses of the indenture security
    holders, and requiring such trustee to preserve, in as current a
    form as is reasonably practicable, all such information so
    furnished to it or received by it in the capacity of paying agent.
    (b) Access of information to security holders
      Within five business days after the receipt by the institutional
    trustee of a written application by any three or more indenture
    security holders stating that the applicants desire to communicate
    with other indenture security holders with respect to their rights
    under such indenture or under the indenture securities, and
    accompanied by a copy of the form of proxy or other communication
    which such applicants propose to transmit, and by reasonable proof
    that each such applicant has owned an indenture security for a
    period of at least six months preceding the date of such
    application, such institutional trustee shall, at its election,
    either - 
        (1) afford to such applicants access to all information so
      furnished to or received by such trustee; or
        (2) inform such applicants as to the approximate number of
      indenture security holders according to the most recent
      information so furnished to or received by such trustee, and as
      to the approximate cost of mailing to such indenture security
      holders the form of proxy or other communication, if any,
      specified in such application.

    If such trustee shall elect not to afford to such applicants access
    to such information, such trustee shall, upon the written request
    of such applicants, mail to all such indenture security holders
    copies of the form of proxy or other communication which is
    specified in such request, with reasonable promptness after a
    tender to such trustee of the material to be mailed and of payment,
    or provision for the payment, of the reasonable expenses of such
    mailing, unless within five days after such tender, such trustee
    shall mail to such applicants, and file with the Commission
    together with a copy of the material to be mailed, a written
    statement to the effect that, in the opinion of such trustee, such
    mailing would be contrary to the best interests of the indenture
    security holders or would be in violation of applicable law. Such
    written statement shall specify the basis of such opinion. After
    opportunity for hearing upon the objections specified in the
    written statement so filed, the Commission may, and if demanded by
    such trustee or by such applicants shall, enter an order either
    sustaining one or more of such objections or refusing to sustain
    any of them. If the Commission shall enter an order refusing to
    sustain any of such objections, or if, after the entry of an order
    sustaining one or more of such objections, the Commission shall
    find, after notice and opportunity for hearing, that all objections
    so sustained have been met, and shall enter an order so declaring,
    such trustee shall mail copies of such material to all such
    indenture security holders with reasonable promptness after the
    entry of such order and the renewal of such tender.
    (c) Disclosure of information deemed not violative of any law
      The disclosure of any such information as to the names and
    addresses of the indenture security holders in accordance with the
    provisions of this section, regardless of the source from which
    such information was derived, shall not be deemed to be a violation
    of any existing law, or of any law hereafter enacted which does not
    specifically refer to this section, nor shall such trustee be held
    accountable by reason of mailing any material pursuant to a request
    made under subsection (b) of this section.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 312, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1164; amended Pub. L. 101-550, title IV, Sec.
    410, Nov. 15, 1990, 104 Stat. 2728.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 410(1), (2),
    substituted "Each obligor" for "The indenture to be qualified shall
    contain provisions requiring each obligor" and "indenture
    securities shall" for "indenture securities to".
      Subsec. (b). Pub. L. 101-550, Sec. 410(3), substituted "Within"
    for "The indenture to be qualified shall also contain provisions
    requiring that, within".


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77mmm                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77mmm. Reports by indenture trustee

-STATUTE-
    (a) Report to security holders; time; contents
      The indenture trustee shall transmit to the indenture security
    holders as hereinafter provided, at stated intervals of not more
    than 12 months, a brief report with respect to any of the following
    events which may have occurred within the previous 12 months (but
    if no such event has occurred within such period no report need be
    transmitted): -  (!1)

        (1) any change to its eligibility and its qualifications under
      section 77jjj of this title;
        (2) the creation of or any material change to a relationship
      specified in paragraph (!2) (1) through (10) of section 77jjj(b)
      of this title;

        (3) the character and amount of any advances made by it, as
      indenture trustee, which remain unpaid on the date of such
      report, and for the reimbursement of which it claims or may claim
      a lien or charge, prior to that of the indenture securities, on
      the trust estate or on property or funds held or collected by it
      as such trustee, if such advances so remaining unpaid aggregate
      more than one-half of 1 per centum of the principal amount of the
      indenture securities outstanding on such date;
        (4) any change to the amount, interest rate, and maturity date
      of all other indebtedness owning to it in its individual
      capacity, on the date of such report, by the obligor upon the
      indenture securities, with a brief description of any property
      held as collateral security therefor, except an indebtedness
      based upon a creditor relationship arising in any manner
      described in paragraphs (2), (3), (4), or (6) of subsection (b)
      of section 77kkk of this title;
        (5) any change to the property and funds physically in its
      possession as indenture trustee on the date of such report;
        (6) any release, or release and substitution, of property
      subject to the lien of the indenture (and the consideration
      therefor, if any) which it has not previously reported;
        (7) any additional issue of indenture securities which it has
      not previously reported; and
        (8) any action taken by it in the performance of its duties
      under the indenture which it has not previously reported and
      which in its opinion materially affects the indenture securities
      or the trust estate, except action in respect of a default,
      notice of which has been or is to be withheld by it in accordance
      with an indenture provision authorized by subsection (b) of
      section 77ooo of this title.
    (b) Additional reports to security holders
      The indenture trustee shall transmit to the indenture security
    holders as hereinafter provided, within the times hereinafter
    specified, a brief report with respect to - 
        (1) the release, or release and substitution, of property
      subject to the lien of the indenture (and the consideration
      therefor, if any) unless the fair value of such property, as set
      forth in the certificate or opinion required by paragraph (1) of
      subsection (d) of section 77nnn of this title, is less than 10
      per centum of the principal amount of indenture securities
      outstanding at the time of such release, or such release and
      substitution, such report to be so transmitted within 90 days
      after such time; and
        (2) the character and amount of any advances made by it as such
      since the date of the last report transmitted pursuant to the
      provisions of subsection (a) of this section (or if no such
      report has yet been so transmitted, since the date of execution
      of the indenture), for the reimbursement of which it claims or
      may claim a lien or charge, prior to that of the indenture
      securities, on the trust estate or on property or funds held or
      collected by it as such trustee, and which it has not previously
      reported pursuant to this paragraph, if such advances remaining
      unpaid at any time aggregate more than 10 per centum of the
      principal amount of indenture securities outstanding at such
      time, such report to be so transmitted within 90 days after such
      time.
    (c) Additional parties to whom reports to be transmitted
      Reports pursuant to this section shall be transmitted by mail - 
        (1) to all registered holders of indenture securities, as the
      names and addresses of such holders appear upon the registration
      books of the obligor upon the indenture securities;
        (2) to such holders of indenture securities as have, within the
      two years preceding such transmission, filed their names and
      addresses with the indenture trustee for that purpose; and
        (3) except in the case of reports pursuant to subsection (b) of
      this section, to all holders of indenture securities whose names
      and addresses have been furnished to or received by the indenture
      trustee pursuant to section 77lll of this title.
    (d) Filing of report with stock exchanges
      A copy of each such report shall, at the time of such
    transmission to indenture security holders, be filed with each
    stock exchange upon which the indenture securities are listed, and
    also with the Commission.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 313, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1165; amended Pub. L. 101-550, title IV, Secs.
    411, 412, Nov. 15, 1990, 104 Stat. 2729; Pub. L. 105-353, title
    III, Sec. 301(e)(3), Nov. 3, 1998, 112 Stat. 3237.)


-MISC1-
                                AMENDMENTS                            
      1998 - Subsec. (a)(4). Pub. L. 105-353, Sec. 301(e)(3)(A),
    inserted "any change to" before "the amount".
      Subsec. (a)(6). Pub. L. 105-353, Sec. 301(e)(3)(B), struck out
    "any change to" before "any release".
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 411(1), (2),
    substituted "The indenture trustee shall" for "The indenture to be
    qualified shall contain provisions requiring the indenture trustee
    to" and inserted "any of the following events which may have
    occurred within the previous 12 months (but if no such event has
    occurred within such period no report need be transmitted):" after
    "a brief report with respect to".
      Subsec. (a)(1). Pub. L. 101-550, Sec. 411(3), (4), inserted "any
    change to" before "its eligibility" and struck out ", or in lieu
    thereof, if to the best of its knowledge it has continued to be
    eligible and qualified under such section, a written statement to
    such effect" after "of this title".
      Subsec. (a)(2). Pub. L. 101-550, Sec. 411(5), added par. (2) and
    redesignated former par. (2) as (3).
      Subsec. (a)(3), (4). Pub. L. 101-550, Sec. 411(5)(A),
    redesignated pars. (2) and (3) as (3) and (4), respectively. Former
    par. (4) redesignated (5).
      Subsec. (a)(5). Pub. L. 101-550, Sec. 411(5)(A), redesignated
    par. (4) as (5). Former par. (5) redesignated (6).
      Pub. L. 101-550, Sec. 411(3), inserted "any change to" after the
    paragraph designation.
      Subsec. (a)(6). Pub. L. 101-550, Sec. 411(5)(A), redesignated
    par. (5) as (6). Former par. (6) redesignated (7).
      Pub. L. 101-550, Sec. 411(3), inserted "any change to" after the
    paragraph designation.
      Subsec. (a)(7), (8). Pub. L. 101-550, Sec. 411(5)(A),
    redesignated pars. (6) and (7) as (7) and (8), respectively.
      Subsec. (b). Pub. L. 101-550, Sec. 412(1), substituted "The
    indenture trustee shall" for "The indenture to be qualified shall
    also contain provisions requiring the indenture trustee to".
      Subsec. (c). Pub. L. 101-550, Sec. 412(2), substituted "Reports"
    for "The indenture to be qualified shall also provide that
    reports".
      Subsec. (d). Pub. L. 101-550, Sec. 412(3), substituted "A copy"
    for "The indenture to be qualified shall also provide that a copy".


-TRANS-
                           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.

-FOOTNOTE-               

    (!1) So in original. The colon probably should not appear.

    (!2) So in original. Probably should be "paragraphs".


-End-



-CITE-
    15 USC Sec. 77nnn                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77nnn. Reports by obligor; evidence of compliance with
      indenture provisions

-STATUTE-
    (a) Periodic reports
      Each person who, as set forth in the registration statement or
    application, is or is to be an obligor upon the indenture
    securities covered thereby shall - 
        (1) file with the indenture trustee copies of the annual
      reports and of the information, documents, and other reports (or
      copies of such portions of any of the foregoing as the Commission
      may by rules and regulations prescribe) which such obligor is
      required to file with the Commission pursuant to section 78m or
      78o(d) of this title; or, if the obligor is not required to file
      information, documents, or reports pursuant to either of such
      sections, then to file with the indenture trustee and the
      Commission, in accordance with rules and regulations prescribed
      by the Commission, such of the supplementary and periodic
      information, documents, and reports which may be required
      pursuant to section 78m of this title, in respect of a security
      listed and registered on a national securities exchange as may be
      prescribed in such rules and regulations;
        (2) file with the indenture trustee and the Commission, in
      accordance with rules and regulations prescribed by the
      Commission, such additional information, documents, and reports
      with respect to compliance by such obligor with the conditions
      and covenants provided for in the indenture, as may be required
      by such rules and regulations, including, in the case of annual
      reports, if required by such rules and regulations, certificates
      or opinions of independent public accountants, conforming to the
      requirements of subsection (e) of this section, as to compliance
      with conditions or covenants, compliance with which is subject to
      verification by accountants, but no such certificate or opinion
      shall be required as to any matter specified in clauses (A), (B),
      or (C) of paragraph (3) of subsection (c) of this section;
        (3) transmit to the holders of the indenture securities upon
      which such person is an obligor, in the manner and to the extent
      provided in subsection (c) of section 77mmm of this title, such
      summaries of any information, documents, and reports required to
      be filed by such obligor pursuant to the provisions of paragraph
      (1) or (2) of this subsection as may be required by rules and
      regulations prescribed by the Commission; and
        (4) furnish to the indenture trustee, not less often than
      annually, a brief certificate from the principal executive
      officer, principal financial officer or principal accounting
      officer as to his or her knowledge of such obligor's compliance
      with all conditions and covenants under the indenture. For
      purposes of this paragraph, such compliance shall be determined
      without regard to any period of grace or requirement of notice
      provided under the indenture.

    The rules and regulations prescribed under this subsection shall be
    such as are necessary or appropriate in the public interest or for
    the protection of investors, having due regard to the types of
    indentures, and the nature of the business of the class of obligors
    affected thereby, and the amount of indenture securities
    outstanding under such indentures, and, in the case of any such
    rules and regulations prescribed after the indentures to which they
    apply have been qualified under this subchapter, the additional
    expense, if any, of complying with such rules and regulations. Such
    rules and regulations may be prescribed either before or after
    qualification becomes effective as to any such indenture.
    (b) Evidence of recording of indenture
      If the indenture to be qualified is or is to be secured by the
    mortgage or pledge of property, the obligor upon the indenture
    securities shall furnish to the indenture trustee - 
        (1) promptly after the execution and delivery of the indenture,
      an opinion of counsel (who may be of counsel for such obligor)
      either stating that in the opinion of such counsel the indenture
      has been properly recorded and filed so as to make effective the
      lien intended to be created thereby, and reciting the details of
      such action, or stating that in the opinion of such counsel no
      such action is necessary to make such lien effective; and
        (2) at least annually after the execution and delivery of the
      indenture, an opinion of counsel (who may be of counsel for such
      obligor) either stating that in the opinion of such counsel such
      action has been taken with respect to the recording, filing, re-
      recording, and refiling of the indenture as is necessary to
      maintain the lien of such indenture, and reciting the details of
      such action, or stating that in the opinion of such counsel no
      such action is necessary to maintain such lien.
    (c) Evidence of compliance with conditions precedent
      The obligor upon the indenture securities shall furnish to the
    indenture trustee evidence of compliance with the conditions
    precedent, if any, provided for in the indenture (including any
    covenants compliance with which constitutes a condition precedent)
    which relate to the authentication and delivery of the indenture
    securities, to the release or the release and substitution of
    property subject to the lien of the indenture, to the satisfaction
    and discharge of the indenture, or to any other action to be taken
    by the indenture trustee at the request or upon the application of
    such obligor. Such evidence shall consist of the following:
        (1) certificates or opinions made by officers of such obligor
      who are specified in the indenture, stating that such conditions
      precedent have been complied with;
        (2) an opinion of counsel (who may be of counsel for such
      obligor) stating that in his opinion such conditions precedent
      have been complied with; and
        (3) in the case of conditions precedent compliance with which
      is subject to verification by accountants (such as conditions
      with respect to the preservation of specified ratios, the amount
      of net quick assets, negative-pledge clauses, and other similar
      specific conditions), a certificate or opinion of an accountant,
      who, in the case of any such conditions precedent to the
      authentication and delivery of indenture securities, and not
      otherwise, shall be an independent public accountant selected or
      approved by the indenture trustee in the exercise of reasonable
      care, if the aggregate principal amount of such indenture
      securities and of other indenture securities authenticated and
      delivered since the commencement of the then current calendar
      year (other than those with respect to which a certificate or
      opinion of an accountant is not required, or with respect to
      which a certificate or opinion of an independent public
      accountant has previously been furnished) is 10 per centum or
      more of the aggregate amount of the indenture securities at the
      time outstanding; but no certificate or opinion need be made by
      any person other than an officer or employee of such obligor who
      is specified in the indenture, as to (A) dates or periods not
      covered by annual reports required to be filed by the obligor, in
      the case of conditions precedent which depend upon a state of
      facts as of a date or dates or for a period or periods different
      from that required to be covered by such annual reports, or (B)
      the amount and value of property additions, except as provided in
      paragraph (3) of subsection (d) of this section, or (C) the
      adequacy of depreciation, maintenance, or repairs.
    (d) Certificates of fair value
      If the indenture to be qualified is or is to be secured by the
    mortgage or pledge of property or securities, the obligor upon the
    indenture securities shall furnish to the indenture trustee a
    certificate or opinion of an engineer, appraiser, or other expert
    as to the fair value - 
        (1) of any property or securities to be released from the lien
      of the indenture, which certificate or opinion shall state that
      in the opinion of the person making the same the proposed release
      will not impair the security under such indenture in
      contravention of the provisions thereof, and requiring further
      that such certificate or opinion shall be made by an independent
      engineer, appraiser, or other expert, if the fair value of such
      property or securities and of all other property or securities
      released since the commencement of the then current calendar
      year, as set forth in the certificates or opinions required by
      this paragraph, is 10 per centum or more of the aggregate
      principal amount of the indenture securities at the time
      outstanding; but such a certificate or opinion of an independent
      engineer, appraiser, or other expert shall not be required in the
      case of any release of property or securities, if the fair value
      thereof as set forth in the certificate or opinion required by
      this paragraph is less than $25,000 or less than 1 per centum of
      the aggregate principal amount of the indenture securities at the
      time outstanding;
        (2) to such obligor of any securities (other than indenture
      securities and securities secured by a lien prior to the lien of
      the indenture upon property subject to the lien of the
      indenture), the deposit of which with the trustee is to be made
      the basis for the authentication and delivery of indenture
      securities, the withdrawal of cash constituting a part of the
      trust estate or the release of property or securities subject to
      the lien of the indenture, and requiring further that if the fair
      value to such obligor of such securities and of all other such
      securities made the basis of any such authentication and
      delivery, withdrawal, or release since the commencement of the
      then current calendar year, as set forth in the certificates or
      opinions required by this paragraph, is 10 per centum or more of
      the aggregate principal amount of the indenture securities at the
      time outstanding, such certificate or opinion shall be made by an
      independent engineer, appraiser, or other expert and, in the case
      of the authentication and delivery of indenture securities, shall
      cover the fair value to such obligor of all other such securities
      so deposited since the commencement of the current calendar year
      as to which a certificate or opinion of an independent engineer,
      appraiser, or other expert has not previously been furnished; but
      such a certificate of an independent engineer, appraiser, or
      other expert shall not be required with respect to any securities
      so deposited, if the fair value thereof to such obligor as set
      forth in the certificate or opinion required by this paragraph is
      less than $25,000 or less than 1 per centum of the aggregate
      principal amount of the indenture securities at the time
      outstanding; and
        (3) to such obligor of any property the subjection of which to
      the lien of the indenture is to be made the basis for the
      authentication and delivery of indenture securities, the
      withdrawal of cash constituting a part of the trust estate, or
      the release of property or securities subject to the lien of the
      indenture, and requiring further that if
          (A) within six months prior to the d'te of acquisition
        thereof by such obligor, such property has been used or
        operated, by a person or persons other than such obligor, in a
        business similar to that in which it has been or is to be used
        or operated by such obligor, and
          (B) the fair value to such obligor of such property as set
        forth in such certificate or opinion is not less than $25,000
        and not less than 1 per centum of the aggregate principal
        amount of the indenture securities at the time outstanding,

      such certificate or opinion shall be made by an independent
      engineer, appraiser, or other expert and, in the case of the
      authentication and delivery of indenture securities, shall cover
      the fair value to the obligor of any property so used or operated
      which has been so subjected to the lien of the indenture since
      the commencement of the then current calendar year, and as to
      which a certificate or opinion of an independent engineer,
      appraiser, or other expert has not previously been furnished.

    The indenture to be qualified shall automatically be deemed (unless
    it is expressly provided therein that such provision is excluded)
    to provide that any such certificate or opinion may be made by an
    officer or employee of the obligor upon the indenture securities
    who is duly authorized to make such certificate or opinion by the
    obligor from time to time, except in cases in which this subsection
    requires that such certificate or opinion be made by an independent
    person. In such cases, such certificate or opinion shall be made by
    an independent engineer, appraiser, or other expert selected or
    approved by the indenture trustee in the exercise of reasonable
    care.
    (e) Recitals as to basis of certificate or opinion
      Each certificate or opinion with respect to compliance with a
    condition or covenant provided for in the indenture (other than
    certificates provided pursuant to subsection (a)(4) of this
    section) shall include (1) a statement that the person making such
    certificate or opinion has read such covenant or condition; (2) a
    brief statement as to the nature and scope of the examination or
    investigation upon which the statements or opinions contained in
    such certificate or opinion are based; (3) a statement that, in the
    opinion of such person, he has made such examination or
    investigation as is necessary to enable him to express an informed
    opinion as to whether or not such covenant or condition has been
    complied with; and (4) a statement as to whether or not, in the
    opinion of such person, such condition or covenant has been
    complied with.
    (f) Parties may provide for additional evidence
      Nothing in this section shall be construed either as requiring
    the inclusion in the indenture to be qualified of provisions that
    the obligor upon the indenture securities shall furnish to the
    indenture trustee any other evidence of compliance with the
    conditions and covenants provided for in the indenture than the
    evidence specified in this section, or as preventing the inclusion
    of such provisions in such indenture, if the parties so agree.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 314, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1167; amended Pub. L. 101-550, title IV, Sec.
    413, Nov. 15, 1990, 104 Stat. 2729.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 413(1)-(6), in
    introductory provision substituted "Each" for "The indenture to be
    qualified shall contain provisions requiring each" and inserted
    "shall" after "thereby" and in pars. (1) to (3) struck out "to"
    after the paragraph designation, and directed the addition of par.
    (4) at the end which was executed by inserting par. (4) after par.
    (3) to reflect the probable intent of Congress.
      Subsec. (b). Pub. L. 101-550, Sec. 413(7), (8), struck out "such
    indenture shall contain provisions requiring" before "the obligor"
    and substituted "securities shall furnish" for "securities to
    furnish".
      Subsec. (c). Pub. L. 101-550, Sec. 413(9), (10), substituted "The
    obligor" for "The indenture to be qualified shall contain
    provisions requiring the obligor" and "securities shall furnish"
    for "securities to furnish".
      Subsec. (d). Pub. L. 101-550, Sec. 413(11), (13), (14),
    substituted "the obligor upon the indenture securities shall
    furnish to the indenture trustee a certificate or opinion of an
    engineer, appraiser, or other expert as to the fair value" for
    "such indenture shall contain provisions" in introductory
    provisions and "The indenture to be qualified shall automatically
    be deemed (unless it is expressly provided therein that such
    provision is excluded) to provide that" for "If the indenture to be
    qualified so provides," and "duly authorized to make such
    certificate or opinion by the obligor from time to time" for
    "specified in the indenture" in penultimate sentence.
      Subsec. (d)(1) to (3). Pub. L. 101-550, Sec. 413(12), which
    directed that "requiring the obligor upon the indenture securities
    to furnish to the indenture trustee a certificate or opinion of an
    engineer, appraiser or other expert as to the fair value" be struck
    out after the paragraph designations in pars. (1) to (3), was
    executed by striking out "requiring the obligor upon the indenture
    securities to furnish to the indenture trustee a certificate or
    opinion of an engineer, appraiser, or other expert as to the fair
    value", as the probable intent of Congress.
      Subsec. (e). Pub. L. 101-550, Sec. 413(15), inserted "(other than
    certificates provided pursuant to subsection (a)(4) of this
    section)" after "indenture".


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77ooo                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77ooo. Duties and responsibility of the trustee

-STATUTE-
    (a) Duties prior to default
      The indenture to be qualified shall automatically be deemed
    (unless it is expressly provided therein that any such provision is
    excluded) to provide that, prior to default (as such term is
    defined in such indenture) - 
        (1) the indenture trustee shall not be liable except for the
      performance of such duties as are specifically set out in such
      indenture; and
        (2) the indenture trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions
      expressed therein, in the absence of bad faith on the part of
      such trustee, upon certificates or opinions conforming to the
      requirements of the indenture;

    but the indenture trustee shall examine the evidence furnished to
    it pursuant to section 77nnn of this title to determine whether or
    not such evidence conforms to the requirements of the indenture.
    (b) Notice of defaults
      The indenture trustee shall give to the indenture security
    holders, in the manner and to the extent provided in subsection (c)
    of section 77mmm of this title, notice of all defaults known to the
    trustee, within ninety days after the occurrence thereof: Provided,
    That such indenture shall automatically be deemed (unless it is
    expressly provided therein that such provision is excluded) to
    provide that, except in the case of default in the payment of the
    principal of or interest on any indenture security, or in the
    payment of any sinking or purchase fund installment, the trustee
    shall be protected in withholding such notice if and so long as the
    board of directors, the executive committee, or a trust committee
    of directors and/or responsible officers, of the trustee in good
    faith determine that the withholding of such notice is in the
    interests of the indenture security holders.
    (c) Duties of the trustee in case of default
      The indenture trustee shall exercise in case of default (as such
    term is defined in such indenture) such of the rights and powers
    vested in it by such indenture, and to use the same degree of care
    and skill in their exercise, as a prudent man would exercise or use
    under the circumstances in the conduct of his own affairs.
    (d) Responsibility of the trustee
      The indenture to be qualified shall not contain any provisions
    relieving the indenture trustee from liability for its own
    negligent action, its own negligent failure to act, or its own
    willful misconduct, except that - 
        (1) such indenture shall automatically be deemed (unless it is
      expressly provided therein that any such provision is excluded)
      to contain the provisions authorized by paragraphs (1) and (2) of
      subsection (a) of this section;
        (2) such indenture shall automatically be deemed (unless it is
      expressly provided therein that any such provision is excluded)
      to contain provisions protecting the indenture trustee from
      liability for any error of judgment made in good faith by a
      responsible officer or officers of such trustee, unless it shall
      be proved that such trustee was negligent in ascertaining the
      pertinent facts; and
        (3) such indenture shall automatically be deemed (unless it is
      expressly provided therein that any such provision is excluded)
      to contain provisions protecting the indenture trustee with
      respect to any action taken or omitted to be taken by it in good
      faith in accordance with the direction of the holders of not less
      than a majority in principal amount of the indenture securities
      at the time outstanding (determined as provided in subsection (a)
      of section 77ppp of this title) relating to the time, method, and
      place of conducting any proceeding for any remedy available to
      such trustee, or exercising any trust or power conferred upon
      such trustee, under such indenture.
    (e) Undertaking for costs
      The indenture to be qualified shall automatically be deemed
    (unless it is expressly provided therein that any such provision is
    excluded) to contain provisions to the effect that all parties
    thereto, including the indenture security holders, agree that the
    court may in its discretion require, in any suit for the
    enforcement of any right or remedy under such indenture, or in any
    suit against the trustee for any action taken or omitted by it as
    trustee, the filing by any party litigant in such suit of an
    undertaking to pay the costs of such suit, and that such court may
    in its discretion assess reasonable costs, including reasonable
    attorney's fees, against any party litigant in such suit, having
    due regard to the merits and good faith of the claims or defenses
    made by such party litigant: Provided, That the provisions of this
    subsection shall not apply to any suit instituted by such trustee,
    to any suit instituted by any indenture security holder, or group
    of indenture security holders, holding in the aggregate more than
    10 per centum in principal amount of the indenture securities
    outstanding, or to any suit instituted by any indenture security
    holder for the enforcement of the payment of the principal of or
    interest on any indenture security, on or after the respective due
    dates expressed in such indenture security.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 315, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1171; amended Pub. L. 101-550, title IV, Sec.
    414, Nov. 15, 1990, 104 Stat. 2730.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 414(1), (2),
    substituted "The indenture to be qualified shall automatically be
    deemed (unless it is expressly provided therein that any such
    provision is excluded) to" for "The indenture to be qualified may"
    and "the indenture trustee shall examine" for "such indenture shall
    contain provisions requiring the indenture trustee to examine".
      Subsec. (b). Pub. L. 101-550, Sec. 414(3), (4), substituted "The
    indenture trustee shall" for "The indenture to be qualified shall
    contain provisions requiring the indenture trustee to" and "That
    such indenture shall automatically be deemed (unless it is
    expressly provided therein that such provision is excluded) to" for
    "That such indenture may".
      Subsec. (c). Pub. L. 101-550, Sec. 414(3), substituted "The
    indenture trustee shall" for "The indenture to be qualified shall
    contain provisions requiring the indenture trustee to".
      Subsec. (d)(1) to (3). Pub. L. 101-550, Sec. 414(5), substituted
    "such indenture shall automatically be deemed (unless it is
    expressly provided therein that any such provision is excluded) to"
    for "such indenture may".
      Subsec. (e). Pub. L. 101-550, Sec. 414(1), substituted "The
    indenture to be qualified shall automatically be deemed (unless it
    is expressly provided therein that any such provision is excluded)
    to" for "The indenture to be qualified may".

-End-



-CITE-
    15 USC Sec. 77ppp                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77ppp. Directions and waivers by bondholders; prohibition of
      impairment of holder's right to payment; record date

-STATUTE-
    (a) Directions and waivers by bondholders
      The indenture to be qualified - 
        (1) shall automatically be deemed (unless it is expressly
      provided therein that any such provision is excluded) to contain
      provisions authorizing the holders of not less than a majority in
      principal amount of the indenture securities or if expressly
      specified in such indenture, of any series of securities at the
      time outstanding (A) to direct the time, method, and place of
      conducting any proceeding for any remedy available to such
      trustee, or exercising any trust or power conferred upon such
      trustee, under such indenture, or (B) on behalf of the holders of
      all such indenture securities, to consent to the waiver of any
      past default and its consequences; or
        (2) may contain provisions authorizing the holders of not less
      than 75 per centum in principal amount of the indenture
      securities or if expressly specified in such indenture, of any
      series of securities at the time outstanding to consent on behalf
      of the holders of all such indenture securities to the
      postponement of any interest payment for a period not exceeding
      three years from its due date.

    For the purposes of this subsection and paragraph (3) of subsection
    (d) of section 77ooo of this title, in determining whether the
    holders of the required principal amount of indenture securities
    have concurred in any such direction or consent, indenture
    securities owned by any obligor upon the indenture securities, or
    by any person directly or indirectly controlling or controlled by
    or under direct or indirect common control with any such obligor,
    shall be disregarded, except that for the purposes of determining
    whether the indenture trustee shall be protected in relying on any
    such direction or consent, only indenture securities which such
    trustee knows are so owned shall be so disregarded.
    (b) Prohibition of impairment of holder's right to payment
      Notwithstanding any other provision of the indenture to be
    qualified, the right of any holder of any indenture security to
    receive payment of the principal of and interest on such indenture
    security, on or after the respective due dates expressed in such
    indenture security, or to institute suit for the enforcement of any
    such payment on or after such respective dates, shall not be
    impaired or affected without the consent of such holder, except as
    to a postponement of an interest payment consented to as provided
    in paragraph (2) of subsection (a) of this section, and except that
    such indenture may contain provisions limiting or denying the right
    of any such holder to institute any such suit, if and to the extent
    that the institution or prosecution thereof or the entry of
    judgment therein would, under applicable law, result in the
    surrender, impairment, waiver, or loss of the lien of such
    indenture upon any property subject to such lien.
    (c) Record date
      The obligor upon any indenture qualified under this subchapter
    may set a record date for purposes of determining the identity of
    indenture security holders entitled to vote or consent to any
    action by vote or consent authorized or permitted by subsection (a)
    of this section. Unless the indenture provides otherwise, such
    record date shall be the later of 30 days prior to the first
    solicitation of such consent or the date of the most recent list of
    holders furnished to the trustee pursuant to section 77lll of this
    title prior to such solicitation.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 316, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1172; amended Pub. L. 101-550, title IV, Sec.
    415, Nov. 15, 1990, 104 Stat. 2731.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 415(1)-(3), in
    introductory provisions struck out "may contain provisions" after
    "qualified", in par. (1) inserted "shall automatically be deemed
    (unless it is expressly provided therein that any such provision is
    excluded) to contain provisions" before "authorizing the holders"
    and "or if expressly specified in such indenture, of any series of
    securities" after "principal amount of the indenture securities",
    and in par. (2) inserted "may contain provisions" before
    "authorizing the holders" and "or if expressly specified in such
    indenture, of any series of securities" after "principal amount of
    the indenture securities".
      Subsec. (b). Pub. L. 101-550, Sec. 415(5), which directed the
    substitution of "of the indenture to be qualified" for "thereof",
    was executed by making the substitution for "thereof" the first
    time appearing, as the probable intent of Congress.
      Subsec. (c). Pub. L. 101-550, Sec. 415(6), added subsec. (c).

-End-



-CITE-
    15 USC Sec. 77qqq                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77qqq. Special powers of trustee; duties of paying agents

-STATUTE-
      (a) The indenture trustee shall be authorized - 
        (1) ,(!1) in the case of a default in payment of the principal
      of any indenture security, when and as the same shall become due
      and payable, or in the case of a default in payment of the
      interest on any such security, when and as the same shall become
      due and payable and the continuance of such default for such
      period as may be prescribed in such indenture, to recover
      judgment, in its own name and as trustee of an express trust,
      against the obligor upon the indenture securities for the whole
      amount of such principal and interest remaining unpaid; and

        (2) to file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of
      such trustee and of the indenture security holders allowed in any
      judicial proceedings relative to the obligor upon the indenture
      securities, its creditors, or its property.

      (b) Each paying agent shall hold in trust for the benefit of the
    indenture security holders or the indenture trustee all sums held
    by such paying agent for the payment of the principal of or
    interest on the indenture securities, and shall give to such
    trustee notice of any default by any obligor upon the indenture
    securities in the making of any such payment.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 317, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1173; amended Pub. L. 101-550, title IV, Sec.
    416, Nov. 15, 1990, 104 Stat. 2731.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 416(1)-(3), in
    introductory provisions, substituted "trustee shall be authorized"
    for "to be qualified shall contain provisions", in par. (1) struck
    out "authorizing the indenture trustee" after the paragraph
    designation, and in par. (2) struck out "authorizing such trustee"
    after the paragraph designation.
      Subsec. (b). Pub. L. 101-550, Sec. 416(4), substituted "Each" for
    "The indenture to be qualified shall provide that each".

-FOOTNOTE-
    (!1) So in original. The comma probably should not appear.


-End-



-CITE-
    15 USC Sec. 77rrr                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77rrr. Effect of prescribed indenture provisions

-STATUTE-
    (a) Imposed duties to control
      If any provision of the indenture to be qualified limits,
    qualifies, or conflicts with the duties imposed by operation of
    subsection (c) of this section, the imposed duties shall control.
    (b) Additional provisions
      The indenture to be qualified may contain, in addition to
    provisions specifically authorized under this subchapter to be
    included therein, any other provisions the inclusion of which is
    not in contravention of any provision of this subchapter.
    (c) Provisions governing qualified indentures
      The provisions of sections 77jjj to and including 77qqq of this
    title that impose duties on any person (including provisions
    automatically deemed included in an indenture unless the indenture
    provides that such provisions are excluded) are a part of and
    govern every qualified indenture, whether or not physically
    contained therein, shall be deemed retroactively to govern each
    indenture heretofore qualified, and prospectively to govern each
    indenture hereafter qualified under this subchapter and shall be
    deemed retroactively to amend and supersede inconsistent provisions
    in each such indenture heretofore qualified. The foregoing
    provisions of this subsection shall not be deemed to effect the
    inclusion (by retroactive amendment or otherwise) in the text of
    any indenture heretofore qualified of any of the optional
    provisions contemplated by section 77jjj(b)(1), 77kkk(b), 77nnn(d),
    77ooo(a), 77ooo(b), 77ooo(d), 77ooo(e), or 77ppp(a)(1) of this
    title.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 318, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1173; amended Pub. L. 101-550, title IV, Sec.
    417, Nov. 15, 1990, 104 Stat. 2731.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (a). Pub. L. 101-550, Sec. 417(1), added subsec.
    (a) and struck out former subsec. (a) which read as follows: "The
    indenture to be qualified shall provide that if any provision
    thereof limits, qualifies, or conflicts with another provision
    which is required to be included in such indenture by any of
    sections 77jjj to 77qqq of this title, inclusive, such required
    provision shall control."
      Subsec. (c). Pub. L. 101-550, Sec. 417(2), added subsec. (c).

-End-



-CITE-
    15 USC Sec. 77sss                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77sss. Rules, regulations, and orders

-STATUTE-
    (a) Authority of Commission; subject matter of rules, etc.
      The Commission shall have authority from time to time to make,
    issue, amend, and rescind such rules and regulations and such
    orders as it may deem necessary or appropriate in the public
    interest or for the protection of investors to carry out the
    provisions of this subchapter, including rules and regulations
    defining accounting, technical, and trade terms used in this
    subchapter. Among other things, the Commission shall have
    authority, (1) by rules and regulations, to prescribe for the
    purposes of section 77jjj(b) of this title the method (to be fixed
    in indentures to be qualified under this subchapter) of calculating
    percentages of voting securities and other securities; (2) by rules
    and regulations, to prescribe the definitions of the terms "cash
    transaction" and "self-liquidating paper" which shall be included
    in indentures to be qualified under this subchapter, which
    definitions shall include such of the creditor relationships
    referred to in paragraphs (4) and (6) of subsection (b) of section
    77kkk of this title as to which the Commission determines that the
    application of subsection (a) of section 77kkk of this title is not
    necessary in the public interest or for the protection of
    investors, having due regard for the purposes of such subsection;
    and (3) for the purposes of this subchapter, to prescribe the form
    or forms in which information required in any statement,
    application, report, or other document filed with the Commission
    shall be set forth. For the purpose of its rules or regulations the
    Commission may classify persons, securities, indentures, and other
    matters within its jurisdiction and prescribe different
    requirements for different classes of persons, securities,
    indentures, or matters.
    (b) Rules and regulations effective upon publication
      Subject to the provisions of chapter 15 of title 44 and
    regulations prescribed under the authority thereof, the rules and
    regulations of the Commission under this subchapter shall be
    effective upon publication in the manner which the Commission shall
    prescribe, or upon such later date as may be provided in such rules
    and regulations.
    (c) Exemption from liability for any acts taken in good faith in
      conformity with rules, etc.
      No provision of this subchapter imposing any liability shall
    apply to any act done or omitted in good faith in conformity with
    any rule, regulation, or order of the Commission, notwithstanding
    that such rule, regulation, or order may, after such act or
    omission, be amended or rescinded or be determined by judicial or
    other authority to be invalid for any reason.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 319, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1173; Pub. L. 105-353, title III, Sec. 301(e)(4),
    Nov. 3, 1998, 112 Stat. 3237.)


-MISC1-
                                AMENDMENTS                            
      1998 - Subsec. (b). Pub. L. 105-353 substituted "chapter 15 of
    title 44" for "the Federal Register Act".


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77ttt                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77ttt. Hearings by Commission

-STATUTE-
      Hearings may be public and may be held before the Commission, any
    member or members thereof, or any officer or officers of the
    Commission designated by it, and appropriate records thereof shall
    be kept.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 320, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1174.)


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77uuu                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77uuu. Special powers of the Commission

-STATUTE-
    (a) Investigatory powers
      For the purpose of any investigation or any other proceeding
    which, in the opinion of the Commission, is necessary and proper
    for the enforcement of this subchapter, any member of the
    Commission, or any officer thereof designated by it, is empowered
    to administer oaths and affirmations, subpena witnesses, compel
    their attendance, take evidence, and require the production of any
    books, papers, correspondence, memoranda, contracts, agreements, or
    other records which the Commission deems relevant or material to
    the inquiry. Such attendance of witnesses and the production of any
    such books, papers, correspondence, memoranda, contracts,
    agreements, or other records may be required from any place in the
    United States or in any Territory at any designated place of
    investigation or hearing. In addition, the Commission shall have
    the powers with respect to investigations and hearings, and with
    respect to the enforcement of, and offenses and violations under,
    this subchapter and rules and regulations and orders prescribed
    under the authority thereof, provided in sections 77t and 77v(b),
    (c) of this title.
    (b) Availability of reports from other offices; restrictions
      The Treasury Department, the Comptroller of the Currency, the
    Board of Governors of the Federal Reserve System, the Federal
    Reserve Banks, and the Federal Deposit Insurance Corporation are
    authorized, under such conditions as they may prescribe, to make
    available to the Commission such reports, records, or other
    information as they may have available with respect to trustees or
    prospective trustees under indentures qualified or to be qualified
    under this subchapter, and to make through their examiners or other
    employees for the use of the Commission, examinations of such
    trustees or prospective trustees. Every such trustee or prospective
    trustee shall, as a condition precedent to qualification of such
    indenture, consent that reports of examinations by Federal, State,
    Territorial, or District authorities may be furnished by such
    authorities to the Commission upon request therefor.
      Notwithstanding any provision of this subchapter, no report,
    record, or other information made available to the Commission under
    this subsection, no report of an examination made under this
    subsection for the use of the Commission, no report of an
    examination made of any trustee or prospective trustee by any
    Federal, State, Territorial, or District authority having
    jurisdiction to examine or supervise such trustee, no report made
    by any such trustee or prospective trustee to any such authority,
    and no correspondence between any such authority and any such
    trustee or prospective trustee, shall be divulged or made known or
    available by the Commission or any member, officer, agent, or
    employee thereof, to any person other than a member, officer,
    agent, or employee of the Commission: Provided, That the Commission
    may make available to the Attorney General of the United States, in
    confidence, any information obtained from such records, reports of
    examination, other reports, or correspondence, and deemed necessary
    by the Commission, or requested by him, for the purpose of enabling
    him to perform his duties under this subchapter.
    (c) Investigation of prospective trustees
      Any investigation of a prospective trustee, or any proceeding or
    requirement for the purpose of obtaining information regarding a
    prospective trustee, under any provision of this subchapter, shall
    be limited - 
        (1) to determining whether such prospective trustee is
      qualified to act as trustee under the provisions of subsection
      (b) of section 77jjj of this title;
        (2) to requiring the inclusion in the registration statement or
      application of information with respect to the eligibility of
      such prospective trustee under paragraph (1) of subsection (a) of
      section 77jjj of this title; and
        (3) to requiring the inclusion in the registration statement or
      application of the most recent published report of condition of
      such prospective trustee, as described in paragraph (2) of
      subsection (a) of section 77jjj of this title, or, if the
      indenture does not contain the provision with respect to combined
      capital and surplus authorized by the last sentence of paragraph
      (2) of subsection (a) of section 77jjj of this title, to
      determining whether such prospective trustee is eligible to act
      as such under paragraph (2) of subsection (a) of section 77jjj of
      this title.
    (d) Appointment and compensation of employees; lease and allocation
      of real property
      The provisions section 78d(b) of this title shall be applicable
    with respect to the power of the Commission - 
        (1) to appoint and fix the compensation of such employees as
      may be necessary for carrying out its functions under this
      subchapter, and
        (2) to lease and allocate such real property as may be
      necessary for carrying out its functions under this subchapter.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 321, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1174; amended Pub. L. 101-550, title I, Sec.
    104(b), Nov. 15, 1990, 104 Stat. 2714.)


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (d). Pub. L. 101-550 amended subsec. (d)
    generally. Prior to amendment, subsec. (d) read as follows: "The
    provisions of section 78d(b) of this title shall be applicable with
    respect to the power of the Commission to appoint and fix the
    compensation of such officers, attorneys, examiners, and other
    experts, and such other officers and employees, as may be necessary
    for carrying out its functions under this subchapter."


-TRANS-
                           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.

                   EXCEPTION AS TO TRANSFER OF FUNCTIONS               
      Functions vested by any provision of law in Comptroller of the
    Currency, referred to in this section, not included in transfer of
    functions of officers, agencies and employees of Department of the
    Treasury to Secretary of the Treasury, made by Reorg. Plan No. 26
    of 1950, Sec. 1, eff. July 31, 1950, 15 F.R. 4935, 64 Stat. 1280.
    See section 321(c)(2) of Title 31, Money and Finance.

-End-



-CITE-
    15 USC Sec. 77vvv                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77vvv. Judicial review

-STATUTE-
    (a) Review of orders
      Orders of the Commission under this subchapter (including orders
    pursuant to the provisions of sections 77eee(b) and 77ggg(c) of
    this title) shall be subject to review in the same manner, upon the
    same conditions, and to the same extent, as provided in section 9
    of the Securities Act of 1933 [15 U.S.C. 77i], with respect to
    orders of the Commission under such Act.
    (b) Jurisdiction of offenses and suits
      Jurisdiction of offenses and violations under, and jurisdiction
    and venue of suits and actions brought to enforce any liability or
    duty created by, this subchapter, or any rules or regulations or
    orders prescribed under the authority thereof, shall be as provided
    in section 22(a) of the Securities Act of 1933 [15 U.S.C. 77v(a)].

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 322, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1175; amended Pub. L. 101-550, title IV, Sec.
    418, Nov. 15, 1990, 104 Stat. 2732.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      Such Act, referred to in subsec. (a), means the Securities Act of
    1933, approved May 27, 1933, ch. 38, title I, 48 Stat. 74, as
    amended, which is classified generally to subchapter I (Sec. 77a et
    seq.) of this chapter. For complete classification of this Act to
    the Code, see section 77a of this title and Tables.


-MISC1-
                                AMENDMENTS                            
      1990 - Subsec. (b). Pub. L. 101-550 inserted "or duty" after "any
    liability".


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77www                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77www. Liability for misleading statements

-STATUTE-
      (a) Any person who shall make or cause to be made any statement
    in any application, report, or document filed with the Commission
    pursuant to any provisions of this subchapter, or any rule,
    regulation, or order thereunder, which statement was at the time
    and in the light of the circumstances under which it was made false
    or misleading with respect to any material fact, or who shall omit
    to state any material fact required to be stated therein or
    necessary to make the statements therein not misleading, shall be
    liable to any person (not knowing that such statement was false or
    misleading or of such omission) who, in reliance upon such
    statement or omission, shall have purchased or sold a security
    issued under the indenture to which such application, report, or
    document relates, for damages caused by such reliance, unless the
    person sued shall prove that he acted in good faith and had no
    knowledge that such statement was false or misleading or of such
    omission. A person seeking to enforce such liability may sue at law
    or in equity in any court of competent jurisdiction. In any such
    suit the court may, in its discretion, require an undertaking for
    the payment of the costs of such suit and assess reasonable costs,
    including reasonable attorneys' fees, against either party
    litigant, having due regard to the merits and good faith of the
    suit or defense. No action shall be maintained to enforce any
    liability created under this section unless brought within one year
    after the discovery of the facts constituting the cause of action
    and within three years after such cause of action accrued.
      (b) The rights and remedies provided by this subchapter shall be
    in addition to any and all other rights and remedies that may exist
    under the Securities Act of 1933 [15 U.S.C. 77a et seq.], or the
    Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or the
    Public Utility Holding Company Act of 1935,(!1) or otherwise at law
    or in equity; but no person permitted to maintain a suit for
    damages under the provisions of this subchapter shall recover,
    through satisfaction of judgment in one or more actions, a total
    amount in excess of his actual damages on account of the act
    complained of.


-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 323, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1176.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in subsec. (b), 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 this
    chapter. For complete classification of this Act to the Code, see
    section 77a of this title and Tables.
      The Securities Exchange Act of 1934, referred to in subsec. (b),
    is act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is
    classified generally to chapter 2B (Sec. 78a et seq.) of this
    title. For complete classification of this Act to the Code, see
    section 78a of this title and Tables.
      The Public Utility Holding Company Act of 1935, referred to in
    subsec. (b), is title I of act Aug. 26, 1935, ch. 687, 49 Stat.
    803, as amended, which was classified generally to chapter 2C (Sec.
    79 et seq.) of this title, prior to repeal by Pub. L. 109-58, title
    XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see Tables.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77xxx                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77xxx. Unlawful representations

-STATUTE-
      It shall be unlawful for any person in offering, selling or
    issuing any security to represent or imply in any manner whatsoever
    that any action or failure to act by the Commission in the
    administration of this subchapter means that the Commission has in
    any way passed upon the merits of, or given approval to, any
    trustee, indenture or security, or any transaction or transactions
    therein, or that any such action or failure to act with regard to
    any statement or report filed with or examined by the Commission
    pursuant to this subchapter or any rule, regulation, or order
    thereunder, has the effect of a finding by the Commission that such
    statement or report is true and accurate on its face or that it is
    not false or misleading.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 324, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1176; amended Aug. 10, 1954, ch. 667, title III,
    Sec. 305, 68 Stat. 688.)


-MISC1-
                                AMENDMENTS                            
      1954 - Act Aug. 10, 1954, substituted "offering, selling, or
    issuing" for "issuing or selling".

                     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.


-TRANS-
                           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.

-End-



-CITE-
    15 USC Sec. 77yyy                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77yyy. Penalties

-STATUTE-
      Any person who willfully violates any provision of this
    subchapter or any rule, regulation, or order thereunder, or any
    person who willfully, in any application, report, or document filed
    or required to be filed under the provisions of this subchapter or
    any rule, regulation, or order thereunder, makes any untrue
    statement of a material fact or omits to state any material fact
    required to be stated therein or necessary to make the statements
    therein not misleading, shall upon conviction be fined not more
    than $10,000 or imprisoned not more than five years, or both.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 325, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1177; amended Pub. L. 94-29, Sec. 27(d), June 4,
    1975, 89 Stat. 163.)


-MISC1-
                                AMENDMENTS                            
      1975 - Pub. L. 94-29 substituted "$10,000" for "$5,000".

                     EFFECTIVE DATE OF 1975 AMENDMENT                 
      Amendment by Pub. L. 94-29 effective June 4, 1975, see section
    31(a) of Pub. L. 94-29, set out as a note under section 78b of this
    title.

-End-



-CITE-
    15 USC Sec. 77zzz                                           01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77zzz. Effect on existing law

-STATUTE-
      Except as otherwise expressly provided, nothing in this
    subchapter shall affect (1) the jurisdiction of the Commission
    under the Securities Act of 1933 [15 U.S.C. 77a et seq.], or the
    Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or the
    Public Utility Holding Company Act of 1935,(!1) over any person,
    security, or contract, or (2) the rights, obligations, duties, or
    liabilities of any person under such acts; nor shall anything in
    this subchapter affect the jurisdiction of any other commission,
    board, agency, or officer of the United States or of any State or
    political subdivision of any State, over any person or security,
    insofar as such jurisdiction does not conflict with any provision
    of this subchapter or any rule, regulation, or order thereunder.


-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 326, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1177.)

-REFTEXT-
                            REFERENCES IN TEXT                        
      The Securities Act of 1933, referred to in text, 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 this chapter. For
    complete classification of this Act to the Code, see section 77a of
    this title and Tables.
      The Securities Exchange Act of 1934, referred to in text, is act
    June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is
    classified generally to chapter 2B (Sec. 78a et seq.) of this
    title. For complete classification of this Act to the Code, see
    section 78a of this title and Tables.
      The Public Utility Holding Company Act of 1935, referred to in
    text, is title I of act Aug. 26, 1935, ch. 687, 49 Stat. 803, as
    amended, which was classified generally to chapter 2C (Sec. 79 et
    seq.) of this title, prior to repeal by Pub. L. 109-58, title XII,
    Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete classification
    of this Act to the Code, see Tables.


-TRANS-
                           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.

-FOOTNOTE-
    (!1) See References in Text note below.


-End-



-CITE-
    15 USC Sec. 77aaaa                                          01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77aaaa. Contrary stipulations void

-STATUTE-
      Any condition, stipulation, or provision binding any person to
    waive compliance with any provision of this subchapter or with any
    rule, regulation, or order thereunder shall be void.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 327, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1177.)

-End-



-CITE-
    15 USC Sec. 77bbbb                                          01/03/2007

-EXPCITE-
    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

-HEAD-
    Sec. 77bbbb. Separability

-STATUTE-
      If any provision of this subchapter or the application of such
    provision to any person or circumstance shall be held invalid, the
    remainder of the subchapter and the application of such provision
    to persons or circumstances other than those as to which it is held
    invalid shall not be affected thereby.

-SOURCE-
    (May 27, 1933, ch. 38, title III, Sec. 328, as added Aug. 3, 1939,
    ch. 411, 53 Stat. 1177.)

-End-