
From the U.S. Code Online via GPO Access
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[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 15USC77eee]

 
                      TITLE 15--COMMERCE AND TRADE
 
               CHAPTER 2A--SECURITIES AND TRUST INDENTURES
 
                    SUBCHAPTER III--TRUST INDENTURES
 
Sec. 77eee. Securities required to be registered under 
        Securities Act
        

(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.

(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.)

                       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.


                               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.

                          Transfer of Functions

    For transfer of functions of Securities and Exchange Commission, 
with certain exceptions, to Chairman of such Commission, see Reorg. Plan 
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 
1265, set out under section 78d of this title.

                  Section Referred to in Other Sections

    This section is referred to in sections 77ccc, 77ddd, 77fff, 77ggg, 
77iii, 77jjj, 77vvv of this title.
