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Sec. 29 of Pub. L. 91-547, 84 Stat. 1435, approved Dec. 14, 1970, provides :

“The provisions of the Securities Act of 1933 and the Investment Company Act of 1940 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 any 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.".

L. Section 15 of the Bretton Woods Agreements Act (22 U.S.C. 286k-1) provides:

“Sec. 15. (a) Any securities issued by International Bank for Reconstruction and Development (including any guaranty by the Bank, whether or not limited in scope), and any securities guaranteed by the Bank as to both principal and interest, shall be deemed to be exempted securities within the meaning of paragraph (A) (2) of section 3 of the Act of May 27, 1933, as amended (U.S.C., title 15, sec. 77c), and paragraph (a)(12) of section 3 of the Act of June 6, 1934, as amended (U.S.C., title 15, sec. 78c). The Bank shall file with the Securities and Exchange Commission such annual and other reports with regard to such securities as the Commission shall determine to be appropriate in view of the special character of the Bank and its operations and necessary in the public interest for the protection of investors.

“(b) The reports of the National Advisory Council provided for in section 4(a)(6) of the Bretton Woods Agreement Act shall also cover and include the effectiveness of the provisions of section 15(a) of this Act and the exemption for securities issued by the Bank provided by Section 8 of the National Bank Act in facilitating the operations of the Bank and the extent to which the operations of the Bank may assist in financing European recovery and the reconstruction and development of the economic resources of member countries of the Bank and the recommendations of the Council as to any modifications it may deem desirable in the provisions of this Act.”.

Section 3 of Pub. L. No. 142, 81st Cong., 1st Sess., 63 Stat. 299, 22 U.S.C. 286k-2, further provides:

“Section 3. The Securities and Exchange Commission acting in consultation with the National Advisory Council on International Monetary and Financial Problems is authorized to suspend the provisions of section 15 (a) of the Bretton Woods Agreements Act at any time as to any or all securities issued or guaranteed by the bank during the period of such suspension. The Commission shall include in its annual reports to Congress such information as it shall deem advisable with regard to the operations and effect of this Act and in connection therewith shall include any views submitted for such purpose by any association of dealers registered with the Commission.".

M. Sections 11 and 12 of the Inter-American Development Bank Act (22 U.S.C. 283h, 283i) provides :

"Section 11. (a) Any securities issued by the Bank (including any guarantee by the Bank, whether or not limited in scope) in connection with raising of funds for including in the Bank's ordinary capital resources as defined in article II, section 5, of the agreement, and any securities guaranteed by the Bank as to both principal and interest to which the commitment in article II, section 4(a)(ii), of the agreement is expressly applicable, shall be deemed to be exempted securities within the meaning of paragraph (a) (2) of section 3 of the Act of May 27, 1933, as amended (15 U.S.C. 77c), and paragraph (a) (12) of section 3 of the Act of June 6, 1934, as amended (15 U.S.C. 78c). The Bank shall file with the Securities and Exchange Commission such annual and other reports with regard to such securities as the Commission shall determine to be appropriate in view of the special character of the Bank and its operations and necessary in the public interest or for the protection of investors.

“(b) The Securities and Exchange Commission, acting in consultation with the National Advisory Council on International Monetary and Financial Problems, is authorized to suspend the provisions of subsection (a) at any time as to any or all securities issued or guaranteed by the Bank during the period of such suspension. The Commission shall include in its annual reports to Congress such information as it shall deem advisable with regard to the operations and effect of this section and in connection therewith shall include any views submitted for such purpose by any association of dealers registered with the Commission."

“Section 12. The reports of the National Advisory Council on International Monetary and Financial Problems provided for in section 4(b) (6) of the Bretton Woods Agreements Act (and referred to in section 4 of this Act) shall also cover and include the effectiveness of the provisions of section 11 of this Act and the exemption for securities issued by the Bank provided by section 5136 of the Revised Statutes 11 in facilitating the operations of the Bank and the development of the economic resources of member countries of the Bank and the recommendations of the Council as to any modifications it may deem desirable in the provisions of this act.”.

II. REGISTRATION STATEMENTS

A. The Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) requires that bonds, notes, debentures and similar securities publicly offered for sale, sold, or delivered after sale through the mails or interstate commerce (except as specifically exempted by the Act) be issued under an indenture which meets the requirements of the Act and has been duly qualified with the Securities and Exchange Commission. With respect to such securities, the requirements of both the Trust Indenture Act of 1939 and the Securities Act of 1933 must be considered.

11 (12 U.S.C. 24).

B. In addition to sections 6 and 7 of the Securities Act of 1933, the following should be considered:

1. Section 204(h) of the Federal Water Power Act (16 U.S.C. 824c(h)):

"(h) Any public utility whose security issues are approved by the Commission 12 under this section may file with the Securities and Exchange Commission duplicate copies of reports filed with the Federal Power Commission in lieu of the reports, information, and documents required under section 7 of the Securities Act of 1933 and sections 12 and 13 of the Securities Exchange Act of 1934.".

2. Section 24(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-24(a):

REGISTRATION OF SECURITIES UNDER SECURITIES ACT OF 1933

“SEC. 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 regusations as necessary or appropriate in the public interest or for

the protection of investors.". 3. Section 24(e) of the Investment Company Act of 1940 (15 U.S.C. 80a-24(e)):

“(e) (1) A registration statement under the Securities Act of 1933 relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust may be amended after its effective date so as to increase the securities specified therein as proposed to be offered. At the time of filing such amendment there shall be paid to the Commission a fee, calculated in the manner specified in section 6(b) of said Act, with respect to the additional securities therein proposed to be offered.

"(2) The filing of such an amendment to a registration statement under the Securities Act of 1933 shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under paragraph (1) of this subsection.

“(3) For the purposes of section 11 of the Securities Act of 1933, as amended, the effective date of the latest amendment filed pursuant to this subsection or otherwise shall be deemed the effective date of the registration statement with respect to securities sold after such

12 This reference is to the Federal Power Commission. But see the Department of Energy Organization Act, Pub. L. 95–91, 91 Stat. 565, August 4, 1977.

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amendment shall have become estetive. For the poses of a
13 of the Securities Act of 193. as areia. roser1
be deemed to have been bona fed orend to the public prior to te
effective date of the latest amendzert fled pasact to the stretice
Except to the extent the Commission berwise poori les bs ris
or regulations, as appropriate in the puble in:erest or for the po
tection of investors. to prospectus relating to a krity isste i
face amount certificate company or a redeemable contrissei tsa
open-end Lanagement company or unit investment insis races
for the purposes of subsection a1131 of section 107 of the Series
Act of 1933 from the latest prospectus filed as a part of the registre
statement shail be deemed to meet the requiredents of said sectica 10
unless filed as part of an amendment to the registration stateme:
under said it and such amendment bas berpme etective.".

4. Section 35/b) of the Investment Company Act of 194
T.S.C. Sa-371b)):

(b) The Commission, by such rules and regulations or onder as it dsens necessary or appropriate in the public interest or for the protertion of investors, may authorize the filing of any information or documents required to be filed with the Commission under this t'e Title II of this Act, the Securities Act of 1933, Tre Securities Escharge Act of 1934, the Public Utility Holding Company Act of 1935, or the Trust Indenture Act of 1939. br incorporating bs reference any information or documents theretofore or concurrents filed with the Commission under this title or any of such Acts".

5. Section 305(a) of the Trust Indenture Act of 1939 (15 T.S.C. 77hhh(a)):

SINTEGRATION OF PROCEDURE WITH SECTRITIES ACT AND OTHER ACTS

“Sec. 308. (a) The Commission, by sich rules and regulations or orders as it deems necessary or appropriate in the publie interest or for the protection of investor, shall authorize the filing of any information or documents required to be filed with the Commission under this title. or under the Securities Act of 1933, the Securities Erchange Act of 1934, or the Public Ctility Holding Company Act of 1935, br incorporating by reference any information or documents on file with the Commission under this title or under any such Act.".

6. Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 720(d)):

"(d) Each issuer which has filed a registration statement containing an undertaking which is or becomes operative under this subsection as in effert prior to the date of enactment of the Securities Aet Amendments of 1964. and each issuer which shall after such date file a registration statement which has become effective pursuant to the Securities Act of 1933, as amended, shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or anpropriate in the public interest or for the protection of investors, such supplementary and periodic information. documents, and reports as may be required pursuant to section 13 of this title in respect of a security registered pursuant to section 12 of this title. The duty to file under this subsection shall be automatically suspended if and so long as any issue of securities of such issuer is reg

istered parest to taste. The inty to the under this subsectios caso de acciai as to ser tiscal year, other than the taal ver retration statement became exatire is ergo Tearthe securities of each case to be ano: treats are le of reconi by last timesses. For the reposes of this subsectica toe termine aitorte i turities of an are of 5

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sants have

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