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Code · STATUTES-AT-LARGE · Vol. 53 STAT. · Public Law 253

Public Law 253.

19,077 words·~87 min read·/statutes-at-large/vol-53/public-law-253·

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(/us/pl/76/252)] *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, * Prevention of pernicious political activities. That it shall be unlawful for any person to intimidate, threaten, or coerce, or toElections of Federal officials, including Presidential electors. attempt to intimidate, threaten, or coerce, any other person for the purpose of interfering with the right of such other person to vote or to vote as he may choose, or of causing such other person to vote for,Intimidation or coercion of voters unlawful. or not to vote for, any candidate for the office of President, Vice President, Presidential elector, Member of the Senate, or Member of the House of Representatives at any election held solely or in part for the purpose of selecting a President, a Vice President, a Presidential elector, or any Member of the Senate or any Member of the House of Representatives, Delegates or Commissioners from the Territories and insular possessions.
Sec. 2. It shall be unlawful for any person employed in any administrativeUse of official authority by anyone in administrative position for purpose of interfering with election unlawful. position by the United States, or by any department, independent agency, or other agency of the United States (including any corporation controlled by the United States or any agency thereof, and any corporation all of the capital stock of which is owned by the United States or any agency thereof), to use his official authority for the purpose of interfering with, or affecting the election or the nomination of any candidate for the office of President, Vice President, Presidential elector, Member of the Senate, or Member of the House of Representatives, Delegates or Commissioners from the Territories and insular possessions.
Sec. 3. It shall be unlawful for any person, directly or indirectly,Promise of benefit as reward for support of or opposition to a candidate or political party. to promise any employment, position, work, compensation, or other benefit, provided for or made possible in whole or in part by any Act of Congress, to any person as consideration, favor, or reward for any political activity or for the support of or opposition to any candidate or any political party in any election. Sec. 4.
Except as may be required by the provisions of subsectionRace, creed, etc., discrimination in work relief or relief forbidden. (b), section 9 of this Act, it shall be unlawful for any person to deprive, attempt to deprive, or treaten to deprive, by any means, any 53 Stat. 1148 person of any employment, position, work, compensation, or other benefit provided for or made possible by any Act of Congress appropriating funds for work relief or relief purposes, on account of race, creed, color, or any political activity, support of, or opposition to any candidate or any political party in any election.
Sec. 5. It shall be unlawful for any person to solicit or receive orContributions, etc., for political purposes from persons receiving work relief or relief benefit forbidden. be in any manner concerned in soliciting or receiving any assessment, subscription, or contribution for any political purpose whatever from any person known by him to be entitled to or receiving compensation, employment, or other benefit provided for or made possible by any Act of Congress appropriating funds for work relief or relief purposes.
Sec. 6. It shall be unlawful for any person for political purposesDisclosure of lists or names of persons on relief, for political purposes, unlawful. to furnish or to disclose, or to aid or assist in furnishing or disclosing, any list or names of persons receiving compensation, employment, or benefits provided for or made possible by any Act of Congress appropriating, or authorizing the appropriation of, funds for work relief or relief purposes, to a political candidate, committee, campaign manager, or to any person for delivery to a political candidate, committee, or campaign manager, and it shall be unlawfulReceipt of list unlawful. for any person to receive any such list or names for political purposes.
Sec. 7. No part of any appropriation made by any Act, heretoforeRelief, etc., funds, providing loans for public-works projects, use to coerce or restrain voters forbidden. or hereafter enacted, making appropriations for work relief, relief, or otherwise to increase employment by providing loans and grants for public-works projects, shall be used for the purpose of, and no authority conferred by any such Act upon any person shall be exercised or administered for the purpose of, interfering with, restraining, or coercing any individual in the exercise of his right to vote at any election.
Sec. 8. Any person who violates any of the foregoing provisionsPenalty for violation. of this Act upon conviction thereof shall be fined not more than $1,000 or imprisoned for not more than one year, or both. Sec. 9.
(a)It shall be unlawful for any person employed in theExecutive departments, etc. executive branch of the Federal Government, or any agency orInterference by employee of, in an election forbidden. department thereof, to use his official authority or influence for the purpose of interfering with an election or affecting the result thereof. No officer or employee in the executive branch of the Federal Government,Taking any active part in political management or campaigns. or any agency or department thereof, shall take any active part in political management or in political campaigns. All such persons shall retain the right to vote as they may choose and to express their opinions on all political subjects. For the purposes ofExceptions. this section the term “officer” or “employee” shall not be construed to include
(1)the President and Vice President of the United States;President and Vice President, and Executive Office personnel.
(2)persons whose compensation is paid from the appropriation for the office of the President ;
(3)heads and assistant heads of executiveHeads, etc., of departments. Policy - determining officers. departments;
(4)officers who are appointed by the President, by and with the advice and consent of the Senate, and who determine policies to be pursued by the United States in its relations with foreign powers or in the Nation-wide administration of Federal laws.
(b)Any person violating the provisions of this section shall bePenalty for violation. immediately removed from the position or office held by him, and thereafter no part of the funds appropriated by any Act of Congress for such position or office shall be used to pay the compensation of such person. Sec. 9A.
(1)It shall be unlawful for any person employed in anyMembership in party or organization advocating overthrow of our constitutional form of government unlawful. capacity by any agency of the Federal Government, whose compensation, or any part thereof, is paid from funds authorized or appropriated by any Act of Congress, to have membership in any political party or organization which advocates the overthrow of our constitutional form of government in the United States. 53 Stat. 1149
(2)Any person violating the provisions of this section shall bePenalty for violation. immediately removed from the position or office held by him, and thereafter no part of the funds appropriated by any Act of Congress for such position or office shall be used to pay the compensation of such person. Sec. 10. All provisions of this Act shall be in addition to, not inProvisions supplementary to existing law. substitution for, of existing law. Sec. 11. If any provision of this Act, or the application of suchSaving clause. provision to any person or circumstance, is held invalid, the remainder of the Act, and the application of such provision to other persons or circumstances, shall not be affected thereby. Approved, August 2, 1939, 11:50 a. m., E. S. T. To provide for the regulation of the sale of certain securities in interstate and foreign commerce and through the mails, and the regulation of the trust indentures under which the same are issued, and for other purposes. 53 Stat. 1149 Chapter 411 August 3, 1939 United States Government Publishing Office text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. Digitization Vendor 2024-11-24 76 1 public [CHAPTER 411] AN ACT To provide for the regulation of the sale of certain securities in interstate and foreign commerce and through the mails, and the regulation of the trust indentures under which the same are issued, and for other purposes. August 3, 1939[[S. 2065](/us/bill/76/s/2065)][[Public, No. 253](/us/pl/76/253)] *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, * That the Act entitled “An Act to provide full and fair disclosure of the character of securities sold in interstate and foreign commerce and through the mails, and to prevent frauds in the sale thereof, and for other purposes”, approved May 27, 1933, as amended, is amended by adding at[48 Stat. 74](/us/stat/48/74). [15 U. S. C. §§ 77a–77mm; Supp. IV, ch. 2A](/us/usc/t15/s77a–77mm). the end thereof the following: " “TITLE III “ short title “ Sec. 301. This title, divided into sections as follows, may be citedTrust Indenture Act of 1939. as the ‘Trust Indenture Act of 1939’: TABLE OF CONTENTS title iii Sec. 301. Short title. Sec. 302. Necessity for regulation. Sec. 303. Definitions. Sec. 304. Exempted securities and transactions. Sec. 305. Securities required to be registered under Securities Act. Sec. 306. Securities not registered under Securities Act. Sec. 307. Qualification of indentures covering securities not required to be registered. Sec. 308. Integration of procedure with Securities Act and other Acts. Sec. 309. When qualification becomes effective; effect of qualification. Sec. 310. Eligibility and disqualification of trustee.
(a)Persons eligible for appointment as trustee.
(b)Disqualification of trustee.
(c)Applicability of section. Sec. 311. Preferential collection of claims against obligor. Sec. 312. Bondholders’ lists. Sec. 313. Reports by indenture trustee. Sec. 314. Reports by obligor; evidence of compliance with indenture provisions.
(a)Periodic reports.
(b)Evidence of recording of indenture.
(c)Evidence of compliance with conditions precedent.
(d)Certificates of fair value.
(e)Recitals as to basis of certificate or opinion.
(f)Parties may provide for additional evidence. Sec. 315. Duties and responsibility of the trustee.
(a)Duties prior to default.
(b)Notice of defaults.
(c)Duties of the trustee in case of default.
(d)Responsibility of the trustee.
(e)Undertaking for costs. 53 Stat. 1150 Sec. 316. Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment. Sec. 317. Special powers of trustee; duties of paying agents. Sec. 318. Effect of prescribed indenture provisions. Sec. 319. Rules, regulations, and orders. Sec. 320. Hearings by Commission. Sec. 321. Special powers of the Commission. Sec. 322. Court review of orders; jurisdiction of offenses and suits. Sec. 323. Liability for misleading statements. Sec. 324. Unlawful representations. Sec. 325. Penalties. Sec. 326. Effect on existing law. Sec. 327. Contrary stipulations void. Sec. 328. Separability of provisions. “necessity for regulation “Sec. 302.
(a)Upon the basis of facts disclosed by the reportsNecessity for regulation declared. of the Securities and Exchange Commission made to the Congress pursuant to section 211 of the Securities Exchange Act of 1934 and[48 Stat. 909](/us/stat/48/909). [15 U. S. C. § 78jj](/us/usc/t15/s78jj). 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 53 Stat. 1151 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) 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 title, in accordance with which policy all the provisions of this title shall be interpreted, to meet the problems and eliminate the practices, enumerated in this section, connected with such public offerings. “definitions “Sec. 303. When used in this title, unless the context otherwiseDefinitions. Requires— “(1) Any term defined in section 2 of the Securities Act of 1933,Application of terms defined in Securities Act of 1933.[48 Stat. 74](/us/stat/48/74).[15 U.S.C. § 77b](/us/usc/t15/s77b). as heretofore amended, and not otherwise defined in this section, shall have the meaning assigned to such term in such section 2. “(2) The term ‘sale’ or ‘sell’ shall include all transactions included“Sale” or “sell.” in such term as provided in paragraph
(3)of section 2 of the Securities Act of 1933, as heretofore amended, except that a sale of aException. certificate of interest or participation shall be deemed a 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“Prospectus.” term in paragraph
(10)of section 2 of the Securities Act of 1933, as heretofore amended, except that in the case of securities which areException. not registered under the Securities Act of 1933, 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 meeting the requirements of subsection
(c)of section 305 was sent or given to the persons to whom the communication was made, by the person making such communication or his principal, or
(B)if such communication states from whom such statement may be obtained and, in addition, does no more than identify the security, state the price thereof, and state by whom orders will be executed. “(4) The term ‘underwriter’ means any person who has purchased“Underwriter.” from an issuer with a view to, 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 undertakng; but such term shall not include a person whose interestException. 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“Director.” any individual performing similar functions with respect to any organization whether incorporated or unincorporated. 53 Stat. 1152 “(6) The term ‘executive officer’ means the president, every vice“Executive officer.” 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 incorporatedException. or unincorporated, but shall not include the chairman of the board of directors. “(7) The term ‘indenture’ means any mortgage, deed of trust, trust“Indenture.” 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“Application” or “application for qualification.” the application provided for in section 307, 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“Indenture to be qualified.” 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 trustee.” indenture to be qualified, and each successor trustee. “(11) The term ‘indenture security’ means any security issued or“Indenture security.” issuable under the indenture to be qualified. “(12) The term ‘obligor’, when used with respect to any such“Obligor.” indenture security, means every person who is liable thereon, and, if such security is a certificate of interest or participation, such term means also every person who is liable upon the security or securities in which such certificate evidences an interest or participation; butException. 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“Paying agent.” 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.“State.” “(15) The term ‘Commission’ means the Securities and Exchange“Commission.” Commission. “(16) The term ‘voting security’ means any security presently“Voting security.” 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’, ‘Securities ExchangeDesignated Acts to refer to amended form.[15 U. S. C. chs. 2A, 2B; Supp. IV, chs. 2A, 2B, 20](/us/usc/t15/s2a/2b/20). Act of 1934’, and ‘Public Utility Holding Company Act of 1935’ shall be deemed to refer, respectively, to such Acts, as amended, whether amended prior to or after the enactment of this title. 53 Stat. 1153 “(18) The term ‘Bankruptcy Act’ means the Act entitled ‘An ActTerm “Bankruptcy Act” construed.[11 U. S. C.; 11 U. S. C., Supp. IV](/us/usc/t11). to establish a uniform system of bankruptcy throughout the United States’, approved July 1, 1898, as amended, whether amended prior to or after the enactment of this title. “exempted securities and transactions “Sec. 304.
(a)The provisions of this title shall not apply to anyExempted securities and transactions. of the following securities: “(1) any security other than
(A)a note, bond, debenture,Types exempt. 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 orCertificates of interest, etc. more securities having substantially different rights and privileges, or a temporary certificate for any such certificate; “(3) any security which, prior to or within six months afterPrior sale. the enactment of this title, has been sold or disposed of by the issuer or bona fide offered to the public, but this exemption shallNew offering excluded. not apply to any new offering of any such security by an issuer subsequent to such six months; “(4) any security exempted from the provisions of the SecuritiesSecurity exempted from registration under Securities Act of 1933. Act of 1933, as heretofore amended, by paragraph (2), (3), (4), (5), (6), (7), (8), or
(11)of subsection 3
(a)thereof; “(5) any security issued under a mortgage indenture as toSecurity under mortgage indenture as to which insurance under National Housing Act is in effect.[12 U. S. C. ch. 13; Supp. IV, ch. 13](/us/usc/t12/s13). which a contract of insurance under the National Housing Act is in effect; and any such security shall be deemed to be exempt from the provisions of the Securities Act of 1933 to the same extent as though such security were specifically enumerated in section 3
(2)of such Act; “(6) any note, bond, debenture, or evidence of indebtednessObligations of foreign governments, subdivisions, etc. 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 thisGuarantee of any security exempted by this subsection. subsection; “(8) any security which has been or is to be issued otherwiseSecurity other than under an indenture; limitation. than under an indenture, but this exemption shall not be applied within a period of twelve consecutive months to more than $250,000 aggregate principal amount of any securities of the same issuer; or “(9) any security which has been or is to be issued under anWhere indenture limits total outstanding to $1,000,000 or less. indenture which limits the aggregate principal amount of securities at any time outstanding thereunder to $1,000,000 or less, but this exemption shall not be applied within a period of thirty-six consecutive months to more than $1,000,000 aggregate principal amount of securities of the same issuer. In computing the aggregate principal amount of securities to which the exemptions provided by paragraphs
(8)and
(9)may be applied, securities to which the provisions of sections 305 and 306 would not have applied, irrespective of the provisions of those paragraphs, shall be disregarded. “(b) The provisions of sections 305 and 306 shall not apply (1)Transactions disregarded. to any of the transactions exempted from the provisions of section 5 of the Securities Act of 1933 by section 4 thereof, as heretofore[48 Stat. 77](/us/stat/48/77).[15 U. S. C. §§ 77d, 77e; Supp. IV, § 77e](/us/usc/t15/s77d/77e).[48 Stat. 75](/us/stat/48/75).[15 U.S. C. 77b (11)](/us/usc/t15/s77b/11).amended, or
(2)to any transaction which would be so exempted but for the last sentence of paragraph
(11)of section 2 of such Act. 53 Stat. 1154 “(c) The Commission shall, on application by the issuer and afterApplication by issuer for exemption of offerings of certain securities. opportunity for hearing thereon, by order exempt from any one or more provisions of this title 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, 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—Findings by Commission. “(1) would require, by reason of the provisions of such indenture, or the provisions of any other indenture or agreement made prior to the enactment of this title, 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 the issuer, having due regard to the public interest and the interests of investors. “(d) The Commission may, on application by the issuer and afterSecurities issued by a person organized under foreign government laws, etc. opportunity for hearing thereon, by order exempt from any one or more of the provisions of this title 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. “securities required to be registered under securities act “Sec. 305.
(a)Subject to the provisions of section 304, a registrationRegistration statement to include designated items. 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—[48 Stat. 78](/us/stat/48/78).[15 U. S. C. § 77g; Supp. IV, § 77g](/us/usc/t15/s77g).Eligibility of trustee. “(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 310 or has a conflicting interest as defined in subsection
(b)of section 310; and “(2) an analysis of any provisions of such indenture withAnalysis of indenture provisions with respect to default. 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 authenticationAuthentication and delivery of indenture securities, etc. and delivery of the indenture securities and the application of the proceeds thereof,
(C)the release or the release andRelease, etc., of property subject to lien. substitution of any property subject to the lien of the indenture,
(D)the satisfaction and discharge of the indenture, and
(E)theSatisfaction and discharge of indenture. evidence required to be furnished by the obligor upon the indentureEvidence. 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 thisSegregation of information and documents. 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 pursuantDesignated sections inapplicable.[48 Stat. 82, 84, 87](/us/stat/48/82/84/87). [15 U.S.C. §§ 77k,1, q, x](/us/usc/t15/s77k/l/q/x) to this title, and the provisions of sections 11, 12, 17, and 24 of the Securities Act of 1933 shall not apply to statements therein or omissions therefrom. “(b) The Commission shall issue an order prior to the effectiveRefusal to permit registration statement to become effective if not conforming to requirements. date of registration refusing to permit such a registration statement to become effective, if it finds that— “(1) the security to which such registration statement relates has not been or is not to be issued under an indenture; 53 Stat. 1155 “(2) such indenture does not conform to the requirements of sections 310 to 318, inclusive; or “(3) any person designated as trustee under such indenture is not eligible to act as such under subsection
(a)of section 310 or has any conflicting interest as defined in subsection
(b)of section 310; but no such order shall be issued except after notice and opportunityOpportunity for hearing. for hearing within the periods and in the manner required with respect to refusal orders pursuant to section 8
(b)of the Securities[48 Stat. 79](/us/stat/48/79). [15 U. S. C. § 77h](/us/usc/t15/s77h). Act of 1933. 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, or upon the date of such rescission, whichever shall be the later. “(c) A prospectus relating to any such security shall include, asProspectus relating to such security, contents. though such inclusion were required by section 10 of the Securities Act of 1933, a written statement containing the analysis, set forth[48 Stat. 81](/us/stat/48/81). [15 U. S. C. § 77j](/us/usc/t15/s77j). 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 byPreparation of supplementary analysis. 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) The provisions of sections 11, 12, 17, and 24 of the SecuritiesInapplicable provisions. Act of 1933, and the provisions of sections 323 and 325 of this title,[48 Stat. 82, 84, 87](/us/stat/48/82/84/87).[15 U. S. C. §§ 77k, l, q, x](/us/usc/t15/s77k/l/q/x).*Post*, pp. 1176, 1177. shall not apply to statements in or omissions from any analysis required under the provisions of this section or section 306 or 307. “securities not registered under securities act “Sec. 306.
(a)In the case of any security which is not registeredApplication. under the Securities Act of 1933 and to which this subsection is applicable notwithstanding the provisions of section 304, unless suchProhibitions affecting interstate commerce and the mails. 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 transportationTransmission of prospectus, etc. 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 inTransporting of such security for sale or delivery after sale. interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale. “(b) In the case of any security which is not registered under theUnregistered securities issued, etc., under indenture to which application for qualification effective.Unlawful acts. Securities Act of 1933, 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 transportationTransmittal of prospectus; exception. or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any such security, unless such prospectus includes or is accompanied by a written statement that meets the requirements of subsection
(c)of section 305; or 53 Stat. 1156 “(2) to carry or to cause to be carried through the mails or inCarrying, for sale or delivery after sale. interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a written statement that meets the requirements of subsection
(c)of section 305. “qualification of indentures covering securities not required to be registered “Sec. 307.
(a)In the case of any security which is not required toQualification of indentures covering securities not required to be registered. be registered under the Securities Act of 1933 and to which subsection
(a)of section 306 is applicable notwithstanding the provisions of section 304, 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 inApplication form, etc. 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 305. 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 otherInclusion of other information and documents. 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 atWithdrawal permitted.Availability of registration information.*Post*, p. 1174. any time prior to the effective date thereof. Subject to the provisions of section 321, 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) The filing with the Commission of an application, or of anApplication effective on filing, etc. amendment to an application, shall be deemed to have taken place upon the receipt thereof by the Commission, but, in the case of anFiling fee. 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. “(c) The provisions of section 8 of the Securities Act of 1933 andPeriod for qualification. the provisions of subsection
(b)of section 305 of this title shall apply[48 Stat. 79](/us/stat/48/79). [15 U. S. C. § 77h](/us/usc/t15/s77h). with respect to every such application, as though such application were a registration statement filed pursuant to the provisions of such Act. “integration of procedure with securities act and other acts “Sec. 308.
(a)The Commission, by such rules and regulations orIntegration of procedure with other Acts. 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 title, or under the Securities Act of 1933, the Securities Exchange[15 U. S. C. chs. 2A, 2B; Supp, IV, chs. 2A, 2B, 2C](/us/usc/t15/s2a/2b/2c). Act of 1934, or the Public Utility Holding Company Act of 1935, by incorporating by reference any information or documents on file with the Commission under this title or under any such Act. 53 Stat. 1157 “(b) The Commission, by such rules and regulations or orders asConsolidation of applications, reports, etc. 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 title with registration statements, applications, reports, and proceedings under the Securities Act of 1933, the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935. “when qualification becomes effective; effect of qualification “Sec. 309.
(a)The indenture under which a security has been orWhen qualification becomes effective. is to be issued shall be deemed to have been qualified uncler this title— “(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 307. “(b) After qualification has become effective as to the indentureLimitation on issuance of stop order. under which a security has been or is to be issued, no stop order shall be issued pursuant to section 8
(d)of the Securities Act of 1933,[48 Stat. 79](/us/stat/48/79). [15 U. S. C. § 77h (d)](/us/usc/t15/s77h/d). 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 8 of such Act. “(c) The making, amendment, or rescission of a rule, regulation,Indenture not affected by subsequent rule, etc.; exception.*Post*, p. 1167. or order under the provisions of this title (except to the extent authorized by subsection
(a)of section 314 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) No trustee under an indenture which has been qualified underLiability of trustee for noncompliance of indenture. this title shall be subject to any liability because of any failure of such indenture to comply with any of the provisions of this title, or any rule, regulation, or order thereunder. “(e) Nothing in this title shall be construed as empowering thePowers of Commission to enforce provisions of indenture. 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 title are being complied with, or to enforce such provisions. “eligibility and disqualification of trustee “Persons Eligible for Appointment as Trustee “Sec. 310.
(1)The indenture to be qualified shall requireAt least one trustee under the indenture to be government supervised corporation. that there shall at all times be one or more trustees thereunder, 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 (referred to in this title 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. “(2) The indenture to be qualified shall require that such institutionalInstitutional trustee, financial status. 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 leastEvidence of. 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 53 Stat. 1158 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 theCo-trustees. appointment of one or more co-trustees in addition to such institutional trustee, such indenture shall provide that 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, theRights of trustee in case of certificates of interest. indenture to be qualified shall require that the indenture trustee or trustees 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. “Disqualification of Trustee “(b) The indenture to be qualified shall provide that if any indentureDisqualification of trustee. trustee has or shall acquire any conflicting interest as hereinafter defined,
(i)such trustee shall, within ninety days afterConflicting interest. ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign, such resignation to become effective upon the appointment of a successor trustee and such successor’s acceptance of such appointment, and the obligor upon the indenture securities shall take prompt steps to have a successor appointed in the manner provided in the indenture; and
(ii)in the event thatFailure to comply with certain provisions. such trustee shall fail to comply with the provisions of clause
(i)of this subsection, such trustee shall, within ten days after the expiration of such ninety-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 313; and
(iii)subject to thePetition for removal. provisions of subsection
(e)of section 315, 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 therefor 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— “(1) such trustee is trustee under another indenture underTrusteeship under another indenture made by same obligor; exceptions. which any other securities, or certificates of interest or participation in any other securities, of an obligor upon the indenture securities are outstanding unless
(A)the indenture securities are collateral trust notes under which the only collateral consists of securities issued under such other indenture, or
(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*Proviso.*Qualifying provisions. may contain a provision excluding from the operation of this 53 Stat. 1159 paragraph another 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 such other indenture or indentures are wholly unsecured, and such other indenture or indentures are specifically described in the indenture to be qualified or are thereafter qualified under this title, unless the Commission shall have found and declared by order pursuant to subsection
(b)of section 305 or*Ante*, p. 1154. subsection
(c)of section 307 that differences exist between the*Ante*, p. 1156. provisions of the indenture to be qualified and the provisions of such other indenture or indentures 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 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; “(2) such trustee or any of its directors or executive officersTrustee or any of its officers an obligor upon indenture securities, etc. is an obligor upon the indenture securities or an underwriter for such an obligor; “(3) such trustee directly or indirectly controls or is directlyWhere trustee controls or is controlled by or with obligor, etc. or indirectly controlled by or is under direct or indirect common control with an obligor upon the indenture securities or an underwriter for such an obligor; “(4) such trustee or any of its directors or executive officersOfficers of both parties. 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 thatExceptions.
(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, and
(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 suchBeneficial ownership, restrictions. 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 collateralBeneficial ownership, etc., of securities as collateral security for obligation in default. security for an obligation which is in default as herein- 53 Stat. 1160 after 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 indenture 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; or “(9) such trustee owns, on May 15 in any calendar year, inOwnership in a representative capacity. 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. The indenture to be qualified may provide, as to any such securities of which the indenture trustee acquired ownership through becoming executor, administrator, or testamentary trustee of an estate which included them, that the provisions of the preceding sentence shall not apply, for a period of not more than two 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. The indenture to be qualifiedCheck of holdings. shall provide that promptly after May 15 in each calendar year, the trustee shall make a check of its holdings of such securities in any of the above-mentioned capacities as of such May 15. Such indenture shall also provide that if the obligor uponCheck when principal or interest in default under indenture. 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 thirty 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 thirty-day period, and afterStatus of securities. 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. “The indenture to be qualified shall provide that the specificationConstruction of percentage specifications. 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“Security” and “securities” defined. subsection,
(A)the terms ‘security’ and ‘securities’ shall include only 53 Stat. 1161 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 inWhen obligation deemed to be in default. payment of principal shall have continued for thirty days or more, and shall not have been cured; and
(C)the indenture trustee shall notTrustee not owner of collateral security it holds. be deemed the owner or holder of
(i)any security which it holds as collateral security (as trustee or otherwise) for an 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“Underwriter” defined. used with reference to an obligor upon the indenture securities means every person who, within three years prior to the time as of which the determination is made, was an underwriter of any security of such obligor outstanding at such time. “Applicability of Section “(c) The Public Utility Holding Company Act of 1935 shall notStandards for eligibility, etc., of trustees, applicability of section. be held to establish or authorize the establishment of any standards regarding the eligibility and qualifications of any trustee or prospective[49 Stat. 803](/us/stat/49/803). [15 U. S. C., Supp. IV, §§ 79–79Z–6](/us/usc/t15/s79–79Z–6). trustee under an indenture to be qualified under this title, 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. “preferential collection of claims against obligor “Sec. 311.
(a)Subject to the provisions of subsection
(b)of thisTrustee as creditor of obligor. section, the indenture to be qualified shall provide that 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 four 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 andSpecial account for individual benefit of trustee, etc. 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 four 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 set-off which the trustee could have exercised if a petition m 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 four 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. 53 Stat. 1162 “Nothing herein contained shall affect the right of the indentureRights of trustee. Trustee— “(A) to retain for its own account
(i)payments made onRetention of payments by person other than obligor. account of any such claim by any person (other than such obligor) who is liable thereon, and
(ii)the proceeds of theProceeds of bona fide sale to third person. bona fide sale of any such claim by the trustee to a third person, and
(iii)distributions made in cash, securities, or other propertyDistributions received in bankruptcy, etc. 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 heldRealizations upon certain property. by it as security for any such claim, if such property was so held prior to the beginning of such four 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 four 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 four months; or “(D) to receive payment on any claim referred to in paragraphPayments against property release.
(B)or (C), against the release of any property held as security for such claim as provided in 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), property substitutedStatus of property substituted. after the beginning of such tour 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. “The indenture to be qualified shall provide that, if the trustee shallApportionment of proceeds of special account between trustee and security holders. 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,Term “dividends” construed. 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 53 Stat. 1163 cash, securities, or other property, but shall not include any such distributionItems not included. with respect to the secured portion, if any, of such claim. The court in which such bankruptcy, receivership, or proceeding forCourt jurisdiction. reorganization is pending shall have jurisdiction
(i)to apportionApportionment between trustee and security holders of funds in special account, etc. 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 theConsideration in determining fairness of distributions made to trustee, etc. 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 theResignations, etc., provisions governing. beginning of such four 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 four 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 four months’ period; and “(ii) such receipt of property or reduction of claim occurred within four months after such resignation or removal. “As used in this subsection, the term ‘default’ means any failure to“Default” defined. 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 title, 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’“Indenture securityholder.” means all holders of securities outstanding under any such indenture under which any such default exists. “(b) The indenture to be qualified may contain provisions excludingExclusions, creditor relationship arising from specified classes. from the operation of subsection
(a)of this section a creditor relationship arising from— “(1) the ownership or acquisition of securities issued under anyCertain securities having maturity of one year or more. 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 bankruptcyAdvances authorized by receivership, etc. 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 theAdvance notice to be given. 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 businessDisbursements in ordinary 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 renderedPersonal services, rents, etc. or premises rented; or an indebtedness created as a result of goods or securities sold in a cash transaction as defined in the indenture; 53 Stat. 1164 “(5) the ownership of stock or of other securities of a corporationStock, etc., of corporations doing foreign banking.[41 Stat. 378](/us/stat/41/378). [12 U. S. C. §§ 611–631; Supp. IV, §§ 613–630](/us/usc/t12/s611/613).Self-liquidating paper. organized under the provisions of section 25
(a)of the Federal Reserve Act, as amended, 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) In the exercise by the Commission of any jurisdiction underRegistered holding company, etc., issue or sale of securities. No adverse action to be taken in certain cases.[49 Stat. 803](/us/stat/49/803). [15 U. S. C., Supp. IV, ch. 2C](/us/usc/t15/s2c). the Public Utility Holding Company Act of 1935 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 title), 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 isWhere lending company is indenture trustee for debtor. 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) that such trustee, as such,Agreement to be bound by provisions of designated sections. 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 315, and, in case of default (as such term is defined in such indenture), subsection
(d)of section 315, as fully as though such provisions were included in such indenture. For the purposes of this subsection the terms ‘registered holding company’,Terms defined. ‘subsidiary company’, ‘associate company’, and ‘affiliate’ shall have the respective meanings assigned to such terms in section 2 (a)[49 Stat. 804](/us/stat/49/804). [15 U. S. C. Supp. IV, § 79b (a)](/us/usc/t15/s79b/a). of the Public Utility Holding Company Act of 1935. “bondholders lists “Sec. 312.
(a)The indenture to be qualified shall contain provisionsPeriodic filing of information by obligor with trustee. requiring each obligor upon the indenture securities to 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) The indenture to be qualified shall also contain provisionsAccess thereto. requiring that, 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 53 Stat. 1165 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 toIf trustee elects not to afford access. 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 toIntervention by Commission. 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) The disclosure of any such information as to the names andDisclosure not deemed violation of law. 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 accountableProtection of trustee from accountability. by reason of mailing any material pursuant to a request made under subsection
(b)of this section. “reports by indenture trustee “Sec. 313.
(a)The indenture to be qualified shall contain provisionsReports by indenture trustee. requiring the indenture trustee to transmit to the indenture security holders as hereinafter provided, at stated intervals of not more than 12 months, a brief report with respect to— “(1) its eligibility and its qualifications under section 310, orEligibility and qualifications. 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; “(2) the character and amount of any advances made by it,Unpaid advances; character and amount. 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 aggre- 53 Stat. 1166 gate more than one-half of 1 per centum of the principal amount of the indenture securities outstanding on such date; “(3) the amount, interest rate, and maturity date of all otherObligor’s debts, amount, interest rate, maturity, etc. indebtedness owing 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 relationshipException. arising in any manner described in paragraphs (2), (3), (4), or
(6)of subsection
(b)of section 311; “(4) the property and funds physically in its possession asProperty and funds in hand. indenture trustee on the date of such report; “(5) any release, or release and substitution, of property subjectReleases and substitutions not previously reported. to the lien of the indenture (and the consideration therefor, if any) which it has not previously reported; “(6) any additional issue of indenture securities which it hasAdditional issues not previously reported. not previously reported; and “(7) any action taken by it in the performance of its dutiesAny material action taken, etc. 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 315. “(b) The indenture to be qualified shall also contain provisionsAdditional reports. requiring the indenture trustee to 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 subjectReleases, etc. 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 314, is less than 16 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 asUnpaid advances, character and amount. such since the date of the last report transmitted pursuant to the provisions of subsection
(a)(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) The indenture to be qualified shall also provide that reportsAdditional parties to whom reports to be transmitted. 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 312. 53 Stat. 1167 “(d) The indenture to be qualified shall also provide that a copyCopies to stock exchanges and Commission. 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. “reports by obligor; evidence of compliance with indenture provisions “Periodic Reports “Sec. 314.
(a)The indenture to be qualified shall contain provisionsPeriodic reports by obligor. requiring 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— “(1) to file with the indenture trustee copies of the annualAnnual reports, etc., to trustee. 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 13 or section 15
(d)of the Securities Exchange Act of 1934; or, if the[48 Stat. 894](/us/stat/48/894); [49 Stat. 1379](/us/stat/49/1379).[15 U. S. C. § 78m; Supp. IV, §§ 78m, 78o (d)](/us/usc/t15/s78m/78o/d). 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 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; “(2) to file with the indenture trustee and the Commission, inAdditional information, etc., to trustee and Commission. 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 opinons 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); and “(3) to transmit to the holders of the indenture securities uponTransmission of summaries of reports, etc., to security holders. which such person is an obligor, in the manner and to the extent provided in subsection
(c)of section 313, 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. The rules and regulations prescribed under this subsection shall beRules and regulations. 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 title, 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. 53 Stat. 1168 “Evidence of Recording of Indenture “(b) If the indenture to be qualified is or is to be secured by theEvidence of recording of indenture. mortgage or pledge of property, such indenture shall contain provisions requiring the obligor upon the indenture securities to furnish to the indenture trustee— “(1) promptly after the execution and delivery of the indenture,Opinion of counsel as to proper recording, etc. 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 theOpinion of counsel as to maintenance of lien. 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. “Evidence of Compliance With Conditions Precedent “(c) The indenture to be qualified shall contain provisions requiringEvidence of compliance with conditions precedent. the obligor upon the indenture securities to 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 theRequirements. 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 obligorCertificates or opinions of specified officers of 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 suchOpinion of counsel. obligor) stating that in his opinion such conditions precedent have been complied with; and “(3) in the case of conditions precedent compliance with whichCertificate or opinion of an accountant, when subject to verification. 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 53 Stat. 1169 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), or
(C)the adequacy of depreciation, maintenance, or repairs. “Certificates of Fair Value “(d) If the indenture to be qualified is or is to be secured by theCertificates of fair value; provisions required. mortgage or pledge of property or securities, such indenture shall contain provisions— “(1) requiring the obligor upon the indenture securities toCertificate or opinion of engineer, etc., that proposed release will not impair security. furnish to the indenture trustee a certificate or opinion of an engineer, appraiser, or other expert as to the fair value 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 orExpert opinion required if fair value of property released during any calendar year reaches total of 10 percent of principal. 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 opinionExceptions. 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) requiring the obligor upon the indenture securities toWhere deposit of securities with trustee is made basis of delivery of indenture securities, etc. furnish to the indenture trustee a certificate or opinion of an engineer, appraiser, or other expert as to the fair value 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 inde- 53 Stat. 1170 pendent 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 or the aggregate principal amount of the indenture securities at the time outstanding; and “(3) requiring the obligor upon the indenture securities toWhere securities are to be delivered, etc., on basis of subjection of property to lien. furnish to the indenture trustee a certificate or opinion of an engineer, appraiser, or other expert as to the fair value 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 date 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 independentCertificate or opinion by independent engineer, etc., to cover fair value. 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. If the indenture to be qualified so provides, any such certificate orBy personnel of obligor, if so provided in indenture. opinion may be made by an officer or employee of the obligor uponException. the indenture securities who is specified in the indenture, 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. “Recitals as to Basis of Certificate or Opinion “(e) Each certificate or opinion with respect to compliance withRecitals as to basis of certificate or opinion. a condition or covenant provided for in the indenture 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. “Parties May Provide for Additional Evidence “(f) Nothing in this section shall be construed either as requiringParties may provide for additional evidence. the inclusion in the indenture to be qualified of provisions that the 53 Stat. 1171 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. “duties and responsibility of the trustee “Duties Prior to Default “Sec. 315.
(a)The indenture to be qualified may provide that,Trustee’s duties prior to default. 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 such indenture shall contain provisions requiring the indenture trustee to examine the evidence furnished to it pursuant to section 314 to determine whether or not such evidence conforms to the requirements of the indenture. “Notice of Defaults “(b) The indenture to be qualified shall contain provisions requiringNotice of defaults. the indenture trustee to give to the indenture security holders, in the manner and to the extent provided in subsection
(c)of section 313, notice of all defaults known to the trustee, within ninety days after the occurrence thereof: *Provided*, That such indenture may*Proviso.*Conditions for withholding. 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. “Duties of the Trustee in Case of Default “(c) The indenture to be qualified shall contain provisions requiringDuties of the trustee in case of default. the indenture trustee to 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. “Responsibility of the Trustee “(d) The indenture to be qualified shall not contain any provisionsLiability for negligence, etc. relieving the indenture trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that—Exceptions. “(1) such indenture may contain the provisions authorized by paragraphs
(1)and
(2)of subsection
(a)of this section; “(2) such indenture may 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 53 Stat. 1172 “(3) such indenture may 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 316) 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. “Undertaking for Costs “(e) The indenture to be qualified may contain provisions to theUndertaking for costs, provisions included. 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 attorneys’ 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*Proviso.*Exceptions. 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. “directions and waivers by bondholders ; prohibition of impairment of holder’s right to payment “Sec. 316.
(a)The indenture to be qualified may contain provisions—Directions and waivers by bondholders. “(1) authorizing the holders of not less than a majority inDirection of proceeding for remedy available to trustee, etc. principal amount of the indenture 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 suchConsent to waiver of past default. indenture securities, to consent to the waiver of any past default and its consequences; or “(2) authorizing the holders of not less than 75 per centum inConsent to postponement of any interest payment for designated period. principal amount of the indenture 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 subsectionExclusion of securities owned by obligor, etc., in determining whether required percentage has concurred.
(d)of section 315, 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 purposesQualification. 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. 53 Stat. 1173 “(b) The indenture to be qualified shall provide that, notwithstandingDesignated rights not impaired. any other provision thereof, 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), 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. “special powers of trustee ; duties of paying agents “Sec. 317.
(a)The indenture to be qualified shall containIndenture to contain designated provisions. Provisions— “(1) authorizing the indenture trustee, in the case of a defaultPower of trustee to recover judgment for principal and interest unpaid. 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) authorizing such trustee to file such proofs of claim andTo file proofs of claim, etc., in judicial proceedings on behalf of security holders. 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) The indenture to be qualified shall provide that each payingPayments to be held in trust. 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. “effect of prescribed indenture provisions “Sec. 318.
(a)The indenture to be qualified shall provide that ifEffect of prescribed indenture provisions. any provision thereof limits, qualifies, or conflicts with another provision which is required to be included in such indenture by any of sections 310 to 317, inclusive, such required provision shall control. “(b) The indenture to be qualified may contain, in addition toInclusion of other provisions. provisions specifically authorized under this title to be included therein, any other provisions the inclusion of which is not in contravention of any provision of this title. “rules, regulations, and orders “Sec. 319.
(a)The Commission shall have authority from time toAuthority of Commission. 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 pro- 53 Stat. 1174 visions of this title, including rules and regulations defining accounting, technical, and trade terms used in this title. Among otherScope. things, the Commission shall have authority,
(1)by rules and regulations, to prescribe for the purposes of section 310
(b)the method (to be fixed in indentures to be qualified under this title) 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 title, which definitions shall include such of the creditor relationships referred to in paragraphs
(4)and
(6)of subsection
(b)of section 311 as to which the Commission determines that the application of subsection
(a)of such section 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 title, 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) Subject to the provisions of the Federal Register Act andWhen effective.[49 Stat. 500](/us/stat/49/500).[44 U. S. C., Supp. IV, §§ 301–314](/us/usc/t44/s301/314).regulations prescribed under the authority thereof, the rules and regulations of the Commission under this title 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) No provision of this title imposing any liability shall applyExemption from liability for action taken in good faith in conforming to any rule, etc. 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. “hearings by commission “Sec. 320. Hearings may be public and may be held before theHearings. Commission, any member or members thereof, or any officer or officers of the Commission designated by it, and appropriate records thereof shall be kept. “special powers of the commission “Sec. 321.
(a)For the purpose of any investigation or any otherPower to summon witnesses; production of books, etc. proceeding which, in the opinion of the Commission, is necessary and proper for the enforcement of this title, 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 toPowers with respect to investigations and hearings. investigations and hearings, and with respect to the enforcement of, and offenses and violations under, this title and rules and regulations and orders prescribed under the authority thereof, provided in sections[48 Stat. 86, 87](/us/stat/48/86/87). [15 U. S. C. §§ 77t, 77v (b), (c);Supp. IV, §§ 77t, 77v](/us/usc/t15/s77t/77v/b/c).Designated offices to make available reports, records, etc. 20, 22 (b), and 22
(c)of the Securities Act of 1933. “(b) The Treasury Department, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal 53 Stat. 1175 Reserve Banks, and the Federal Deposit Insurance Corporation are hereby 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 title, 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 trusteeConsent by trustee as condition precedent to qualification of indenture. 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 title, no report, record, orRestriction on unauthorfeed divulging of information. 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*Proviso.*Disclosure to Attorney General. 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 title. “(c) Any investigation of a prospective trustee, or any proceedingInvestigation of prospective trustee; powers limited. or requirement for the purpose of obtaining information regarding a prospective trustee, under any provision of this title, shall be limited— “(1) to determining whether such prospective trustee is qualified to act as trustee under the provisions of subsection
(b)of section 310; “(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 such section 310; 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 such subsection (a), 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 such section 310, to determining whether such prospective trustee is eligible to act as such under such paragraph (2). “(d) The provisions of section 4
(b)of the Securities ExchangeEmployment of officers, experts, etc.[48 Stat. 885](/us/stat/48/885).[15 U. S.C. § 78d(b)](/us/usc/t15/s78d/b).Act of 1934 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 title. “court review of orders; jurisdiction of offenses and suits “Sec. 322.
(a)Orders of the Commission under this title (includingCourt review of orders. orders pursuant to the provisions of sections 305
(b)and 307 (c)) 53 Stat. 1176 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[48 Stat. 80](/us/stat/48/80). [15 U. S. C. § 771](/us/usc/t15/s771). Act of 1933, with respect to orders of the Commission under such Act. “(b) Jurisdiction of offenses and violations under, and jurisdictionJurisdiction of offenses and suits. and venue of suits and actions brought to enforce any liability created by, this title, or any rules or regulations or orders prescribed under the authority thereof, shall be as provided in section 22 (a)[48 Stat. 86](/us/stat/48/86). [15 U.S. C. §77v(a); Supp. IV, §77v](/us/usc/t15/s77v/a). of the Securities Act of 1933. “liability for misleading statements “Sec. 323.
(a)Any person who shall make or cause to be madeLiability for misleading statements. any statement in any application, report, or document filed with the Commission pursuant to any provisions of this title, 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 title shall be inRights and remedies herein to be additional.[48 Stat. 74, 881](/us/stat/48/74/881); [49 Stat. 803](/us/stat/49/803).[15 U. S. C. chs. 2A, 2B; Supp. IV, chs. 2A, 2B, 20](/us/usc/t15/s2a/2b).addition to any and all other rights and remedies that may exist under the Securities Act of 1933, or the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935, or otherwise at law or in equity; but no person permitted to maintain a suit for damages under the provisions of this title 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. “unlawful representations “Sec. 324. It shall be unlawful for any person in issuing or sellingUnlawful representations. 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 title 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 title 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. 53 Stat. 1177 “penalties “Sec. 325. Any person who willfully violates any provision of thisPenalties. title 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 title 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 $5,000 or imprisoned not more than five years, or both. “effect on existing law “Sec. 326. Except as otherwise expressly provided, nothing in thisEffect on existing law. title shall affect
(1)the jurisdiction of the Commission under the Securities Act of 1933, or the Securities Exchange Act of 1934, or[48 Stat. 74, 881](/us/stat/48/74); [49 Stat. 803](/us/stat/49/803). [15 U.S. C. chs. 2A, 2B; Supp. IV, chs. 2A, 2B, 2C](/us/usc/t15/s2a/2b). the Public Utility Holding Company Act of 1935, 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 title 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 title or any rule, regulation, or order thereunder. “contrary stipulations void “Sec. 327. Any condition, stipulation, or provision binding any personContrary stipulations void. to waive compliance with any provision of this title or with any rule, regulation, or order thereunder shall be void. “separability of provisions “Sec. 328. If any provision of this title or the application of suchSeparability of provisions. provision to any person or circumstance shall be held invalid, the remainder of the title 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.” " Approved, August 3, 1939. Providing for the exchange of certain park lands at the northern boundary of Piney Branch Parkway, near Argyle Terrace, for other lands more suitable for the use and development of Piney Branch Parkway. 53 Stat. 1177 412 Chapter August 3, 1939 United States Government Publishing Office text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. Digitization Vendor 2024-11-24 76 1 public [CHAPTER 412] AN ACT Providing for the exchange of certain park lands at the northern boundary of Piney Branch Parkway, near Argyle Terrace, for other lands more suitable for the use and development of Piney Branch Parkway. August 3, 1939[[S. 2666](/us/bill/79/s/2666)][
Connections11 cite this · traces to 16
Traces to 16 documents
45 references not yet in our index
  • 53 Stat. 1149
  • 15 USC 77a–77mm
  • 53 Stat. 1150
  • 53 Stat. 1151
  • 53 Stat. 1152
  • 53 Stat. 1153
  • 48 Stat. 77
  • 48 Stat. 75
  • 53 Stat. 1154
  • 48 Stat. 78
  • 48 Stat. 82
  • 53 Stat. 1155
  • 48 Stat. 79
  • 48 Stat. 81
  • 53 Stat. 1156
  • 53 Stat. 1157
  • 53 Stat. 1158
  • 53 Stat. 1159
  • 53 Stat. 1160
  • 53 Stat. 1161
  • 49 Stat. 803
  • 53 Stat. 1162
  • 53 Stat. 1163
  • 53 Stat. 1164
  • 12 USC 611–631
  • 49 Stat. 804
  • 53 Stat. 1165
  • 53 Stat. 1166
  • 53 Stat. 1167
  • 48 Stat. 894
  • 49 Stat. 1379
  • 53 Stat. 1168
  • 53 Stat. 1169
  • 53 Stat. 1170
  • 53 Stat. 1171
  • 53 Stat. 1172
  • 53 Stat. 1173
  • 53 Stat. 1174
  • 49 Stat. 500
  • 48 Stat. 86
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Public Law 253
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Stat.Public Law 253
Stat.Public Law 254
Stat.Public Law 293
U.S.C.§ 78jj
U.S.C.§ 77b
U.S.C.§ 77d
U.S.C.§ 77g
U.S.C.§ 77k
U.S.C.§ 77h
Stat.53 Stat. 1149
Cite15 USC 77a–77mm
Stat.53 Stat. 1150
Cites 61 · showing 12Cited by 11 across 2 sources
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