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

(a) When a registered investment company registers a security under the Securities Act of 1933, it does not have to file the full information listed in that Act's Schedule A. Instead, it may file: (1) copies of the registration statement it filed under this subchapter, and of reports it filed under section 80a-29 — or copies of just the parts the SEC designates by rule; and (2) whatever additional information and documents, including a prospectus, the SEC prescribes by rule as necessary or appropriate in the public interest or to protect investors. (b) It is illegal for a registered open-end company, a registered unit investment trust, or a registered face-amount certificate company — or an underwriter for any of them — to use the mail or interstate commerce, during a public offering of a security it issues, to send an advertisement, pamphlet, circular, form letter, or other sales material aimed at prospective investors, unless three copies of the full text have been filed with the SEC, either beforehand or within ten days after. (c) Beyond the powers over prospectuses that section 10 of the Securities Act of 1933 already gives the SEC, the SEC can also require, by rule or order, that a prospectus for a periodic payment plan certificate or a face-amount certificate be presented in a particular form and order of items, and that it include summaries of parts of that information, whenever necessary or appropriate for the public interest or investor protection. (d) Certain exemptions under the Securities Act of 1933 do not apply here. The exemption in section 3(a)(8) of that Act never applies to a security issued by any investment company. The exemption in section 3(a)(11) of that Act never applies to a security issued by a registered investment company. The exemption in section 4(3) of that Act does not apply to a security issued by a face-amount certificate company, or to a redeemable security issued by an open-end management company or unit investment trust, if another security of the same class is currently being offered or sold, by the issuer or through an underwriter, in a distribution that is not itself exempt from section 5 of that Act — except to whatever extent, and under whatever terms and conditions, the SEC prescribes by rule for a class of persons, securities, or transactions, weighing the public interest and investor protection. (e) For purposes of section 11 of the Securities Act of 1933, the effective date of the most recently filed amendment counts as the registration statement's effective date, for securities sold after that amendment takes effect. For purposes of section 13 of that Act, a security is not treated as having been genuinely offered to the public before that latest amendment's effective date. And unless the SEC provides otherwise by rule, as appropriate for the public interest or investor protection, a prospectus for a face-amount certificate company's security, or for a redeemable security of an open-end management company or unit investment trust, does not satisfy section 10 of the Securities Act if it differs, for purposes of section 10(a)(3), from the latest prospectus filed as part of the registration statement — unless it is filed as part of an amendment to the registration statement that has become effective. (f) (1) Once its registration statement takes effect under section 8 of the Securities Act of 1933, a face-amount certificate company, open-end management company, or unit investment trust is treated as having registered an indefinite amount of securities. (2) Within 90 days after the end of its fiscal year, the company or trust must pay the SEC a registration fee. The fee is calculated the way section 6(b) of the Securities Act of 1933 calculates it, based on the total price for which the company's or trust's securities were sold that fiscal year under this indefinite registration — including, for this purpose, securities issued through a dividend reinvestment plan. That total is then reduced by (A) the total redemption or repurchase price of the company's or trust's securities during that year, and (B) the total redemption or repurchase price from any earlier fiscal year ending not more than one year before October 11, 1996, that had not already been used to reduce a fee under this subsection. (3) A company or trust that pays this fee, or any part of it, more than 90 days after its fiscal year ends must also pay the SEC interest on the unpaid amount, at the average investment rate for Treasury tax and loan accounts published under section 3717(a) of title 31. Paying this interest does not stop the SEC from also bringing an action to enforce the fee requirement in paragraph (2). (4) The SEC may adopt rules to carry out this subsection. (g) Beyond any prospectus already permitted or required under section 10(a) of the Securities Act of 1933, the SEC must permit, by rule, the use of a prospectus for purposes of section 5(b)(1) of that Act for securities issued by a registered investment company, whenever the SEC deems it necessary or appropriate in the public interest or for investor protection. This prospectus may include information not found in the section 10(a) prospectus, and it is deemed permitted under section 10(b) of that Act.