Section 24

REGISTRATION OF SECURITIES UNDER SECURITIES ACT OF 1933

SEC. 24. [80a–24] (a) In registering under the Securities Act

of 1933 any security of which it is the issuer, a registered investment

company, in lieu of furnishing a registration statement containing

the information and documents specified in schedule A of

said Act, may file a registration statement containing the following

information and documents:

(1) such copies of the registration statement filed by such

company under this title, and of such reports filed by such

company pursuant to section 30 or such copies of portions of

such registration statement and reports, as the Commission

shall designate by rules and regulations; and

(2) such additional information and documents (including

a prospectus) as the Commission shall prescribe by rules and

regulations as necessary or appropriate in the public interest

or for the protection of investors.

(b) It shall be unlawful for any of the following companies, or

for any underwriter for such a company, in connection with a public

offering of any security of which such company is the issuer, to

make use of the mails or any means or instrumentalities of interstate

commerce, to transmit any advertisement, pamphlet, circular,

form letter, or other sales literature addressed to or intended for

distribution to prospective investors unless three copies of the full

text thereof have been filed with the Commission or are filed with

the Commission within ten days thereafter:

(1) any registered open-end company;

(2) any registered unit investment trust; or

(3) any registered face-amount certificate company.

(c) In addition to the powers relative to prospectuses granted

the Commission by section 10 of the Securities Act of 1933, the

Commission is authorized to require, by rules and regulations or

order, that the information contained in any prospectus relating to

any periodic payment plan certificate or face-amount certificate

registered under the Securities Act of 1933 on or after the effective

date of this title be presented in such form and order of items, and

such prospectus contain such summaries of any portion of such

information, as are necessary or appropriate in the public interest

or for the protection of investors.

(d) The exemption provided by paragraph (8) of section 3(a) of

the Securities Act of 1933 shall not apply to any security of which

an investment company is the issuer. The exemption provided by

paragraph (11) of said section 3(a) shall not apply to any security

of which a registered investment company is the issuer. The

exemption provided by section 4(3) of the Securities Act of 1933

shall not apply to any transaction in a security issued by a faceamount

certificate company or in a redeemable security issued by

an open-end management company or unit investment trust if any

other security of the same class is currently being offered or sold

by the issuer or by or through an underwriter in a distribution

which is not exempted from section 5 of said Act, except to such

extent and subject to such terms and conditions as the Commission,

having due regard for the public interest and the protection

of investors, may prescribe by rules or regulations with respect to

any class of persons, securities, or transactions.

(e) For the purposes of section 11 of the Securities Act of 1933,

as amended, the effective date of the latest amendment filed shall

be deemed the effective date of the registration statement with respect

to securities sold after such amendment shall have become

effective. For the purposes of section 13 of the Securities Act of

1933, as amended, no such security shall be deemed to have been

bona fide offered to the public prior to the effective date of the latest

amendment filed pursuant to this subsection. Except to the extent

the Commission otherwise provides by rules or regulations as

appropriate in the public interest or for the protection of investors,

no prospectus relating to a security issued by a face-amount certificate

company or a redeemable security issued by an open-end management

company or unit investment trust which varies for the

purposes of subsection (a)(3) of section 10 of the Securities Act of

1933 from the latest prospectus filed as a part of the registration

statement shall be deemed to meet the requirements of said section

10 unless filed as part of an amendment to the registration statement

under said Act and such amendment has become effective.

(f) REGISTRATION OF INDEFINITE AMOUNT OF SECURITIES.—

(1) REGISTRATION OF SECURITIES.—Upon the effective date

of its registration statement, as provided by section 8 of the

Securities Act of 1933, a face-amount certificate company,

open-end management company, or unit investment trust,

shall be deemed to have registered an indefinite amount of

securities.

(2) PAYMENT OF REGISTRATION FEES.—Not later than 90

days after the end of the fiscal year of a company or trust referred

to in paragraph (1), the company or trust, as applicable,

shall pay a registration fee to the Commission, calculated in

the manner specified in section 6(b) of the Securities Act of

1933, based on the aggregate sales price for which its securities

(including, for purposes of this paragraph, all securities

issued pursuant to a dividend reinvestment plan) were sold

pursuant to a registration of an indefinite amount of securities

under this subsection during the previous fiscal year of the

company or trust, reduced by—

(A) the aggregate redemption or repurchase price of

the securities of the company or trust during that year;

and

(B) the aggregate redemption or repurchase price of

the securities of the company or trust during any prior fiscal

year ending not more than 1 year before the date of

enactment of the Investment Company Act Amendments of

1996, that were not used previously by the company or

trust to reduce fees payable under this section.

(3) INTEREST DUE ON LATE PAYMENT.—A company or trust

paying the fee required by this subsection or any portion

thereof more than 90 days after the end of the fiscal year of

the company or trust shall pay to the Commission interest on

unpaid amounts, at the average investment rate for Treasury

tax and loan accounts published by the Secretary of the

Treasury pursuant to section 3717(a) of title 31, United States

Code. The payment of interest pursuant to this paragraph

shall not preclude the Commission from bringing an action to

enforce the requirements of paragraph (2).

(4) RULEMAKING AUTHORITY.—The Commission may adopt

rules and regulations to implement this subsection.

(g) ADDITIONAL PROSPECTUSES.—In addition to any prospectus

permitted or required by section 10(a) of the Securities Act of 1933,

the Commission shall permit, by rules or regulations deemed necessary

or appropriate in the public interest or for the protection of

investors, the use of a prospectus for purposes of section 5(b)(1) of

that Act with respect to securities issued by a registered investment

company. Such a prospectus, which may include information

the substance of which is not included in the prospectus specified

in section 10(a) of the Securities Act of 1933, shall be deemed to

be permitted by section 10(b) of that Act.