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15 U.S.C. § 77aaa — Short title
Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Trust Indenture Act of 1939.”
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Source file: Laws/federal/codes/united-states-code/title-15/section-77aaa-short-title--156bbcfae6.md
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Source location: Title 15, Chapter 2A, § 77aaa; chapter-2a-securities-and-trust-indentures.md
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This subchapter may be cited as the “Trust Indenture Act of 1939.”
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** Except with respect to an entity that is an underwriter as defined in subsection (b) of this section, section 5 of the Securities Act of 1933 and any State or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security do not apply to—
(1) the offer or sale under a plan of a security of the debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under the plan—
(A) in exchange for a claim against, an interest in, or a claim for an administrative expense in the case concerning, the debtor or such affiliate; or
(B) principally in such exchange and partly for cash or property;
(2) the offer of a security through any warrant, option, right to subscribe, or conversion privilege that was sold in the manner specified in paragraph (1) of this subsection, or the sale of a security upon the exercise of such a warrant, option, right, or privilege;
(3) the offer or sale, other than under a plan, of a security of an issuer other than the debtor or an affiliate, if—
(A) such security was owned by the debtor on the date of the filing of the petition;
(B) the issuer of such security is—
(i) required to file reports under section 13 or 15(d) of the Securities Exchange Act of 1934; and
(ii) in compliance with the disclosure and reporting provision of such applicable section; and
(C) such offer or sale is of securities that do not exceed—
(i) during the two-year period immediately following the date of the filing of the petition, four percent of the securities of such class outstanding on such date; and
(ii) during any 180-day period following such two-year period, one percent of the securities ou
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** If the trustee is authorized to operate the business of the debtor under section 721, 1108, 1183, 1184, 1203, 1204, or 1304 of this title, unless the court orders otherwise, the trustee may obtain unsecured credit and incur unsecured debt in the ordinary course of business allowable under [section 503(b)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section503/b/1&num=0&edition=prelim) as an administrative expense.
**(b)** The court, after notice and a hearing, may authorize the trustee to obtain unsecured credit or to incur unsecured debt other than under subsection (a) of this section, allowable under [section 503(b)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section503/b/1&num=0&edition=prelim) as an administrative expense.
**(c)** If the trustee is unable to obtain unsecured credit allowable under [section 503(b)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section503/b/1&num=0&edition=prelim) as an administrative expense, the court, after notice and a hearing, may authorize the obtaining of credit or the incurring of debt—
(1) with priority over any or all administrative expenses of the kind specified in section 503(b) or 507(b) of this title;
(2) secured by a lien on property of the estate that is not otherwise subject to a lien; or
(3) secured by a junior lien on property of the estate that is subject to a lien.
**(d)**
(1) The court, after notice and a hearing, may authorize the obtaining of credit or the incurring of debt secured by a senior or equal lien on property of the estate that is subject to a lien only if—
(A) the trustee is unable to obtain such credit otherwise; and
(B) there is adequate protection of the
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The Federal Home Loan Banks shall be exempt from compliance with—
(1) sections 78m(e), 78n(a), and 78n(c) of title 15, and related Commission regulations;
(2) section 78o of title 15, and related Commission regulations, with respect to transactions in the capital stock of a Federal Home Loan Bank;
(3) [section 78q–1 of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78q–1&num=0&edition=prelim), and related Commission regulations, with respect to the transfer of the securities of a Federal Home Loan Bank; and
(4) the Trust Indenture Act of 1939 [[15 U.S.C. 77aaa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aaa&num=0&edition=prelim) et seq.].
**(b) Member exemption** The members of the Federal Home Loan Bank System shall be exempt from compliance with sections 78m(d), 78m(f), 78m(g), 78n(d), and 78p of title 15, and related Commission regulations, with respect to ownership of or transactions in the capital stock of the Federal Home Loan Banks by such members.
**(c) Exempted and Government securities**
(1) **Capital stock** — The capital stock issued by each of the Federal Home Loan Banks under [section 1426 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1426&num=0&edition=prelim) are—
(A) exempted securities, within the meaning of [section 77c(a)(2) of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c/a/2&num=0&edition=prelim); and
(B) exempted securities, within the meaning of [section 78c(a)(12)(A) of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a/12/A&num=0&edition=prelim), except to the extent provided in section 78oo of title 15.
(2) **O
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Definitions** When used in this chapter, unless the context otherwise requires—
(1) The term “exchange” means any organization, association, or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange.
(2) The term “facility” when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or service.
(3)
(A) The term “member” when used with respect to a national securities exchange means (i) any natural person permitted to effect transactions on the floor of the exchange without the services of another person acting as broker, (ii) any registered broker or dealer with which such a natural person is associated, (iii) any registered broker or dealer permitted to designate as a representative such a natural person, and (iv) any other registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this chapter, the rules and regulations thereunder, and its own rules. For purposes of section
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Authority and discretion of Commission to investigate violations**
(1) The Commission may, in its discretion, make such investigations as it deems necessary to determine whether any person has violated, is violating, or is about to violate any provision of this chapter, the rules or regulations thereunder, the rules of a national securities exchange or registered securities association of which such person is a member or a person associated, or, as to any act or practice, or omission to act, while associated with a member, formerly associated with a member, the rules of a registered clearing agency in which such person is a participant, or, as to any act or practice, or omission to act, while a participant, was a participant, the rules of the Public Company Accounting Oversight Board, of which such person is a registered public accounting firm, a person associated with such a firm, or, as to any act, practice, or omission to act, while associated with such firm, a person formerly associated with such a firm, or the rules of the Municipal Securities Rulemaking Board, and may require or permit any person to file with it a statement in writing, under oath or otherwise as the Commission shall determine, as to all the facts and circumstances concerning the matter to be investigated. The Commission is authorized in its discretion, to publish information concerning any such violations, and to investigate any facts, conditions, practices, or matters which it may deem necessary or proper to aid in the enforcement of such provisions, in the prescribing of rules and regulations under this chapter, or in securing information to serve as a basis for recommending further legislation concerning the matters to which this chapter relates.
(2) On request from a foreign securities
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Definitions** When used in this subchapter, unless the context otherwise requires—
(1) “Advisory board” means a board, whether elected or appointed, which is distinct from the board of directors or board of trustees, of an investment company, and which is composed solely of persons who do not serve such company in any other capacity, whether or not the functions of such board are such as to render its members “directors” within the definition of that term, which board has advisory functions as to investments but has no power to determine that any security or other investment shall be purchased or sold by such company.
(2) “Affiliated company” means a company which is an affiliated person.
(3) “Affiliated person” of another person means (A) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person; (B) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; (C) any person directly or indirectly controlling, controlled by, or under common control with, such other person; (D) any officer, director, partner, copartner, or employee of such other person; (E) if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (F) if such other person is an unincorporated investment company not having a board of directors, the depositor thereof.
(4) “Assignment” includes any direct or indirect transfer or hypothecation of a contract or chose in action by the assignor, or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor; but does not includ
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Powers of Commission** The Commission shall have authority from time to time to make, issue, amend, and rescind such rules and regulations and such orders as are necessary or appropriate to the exercise of the powers conferred upon the Commission elsewhere in this subchapter, including rules and regulations defining accounting, technical, and trade terms used in this subchapter, and prescribing the form or forms in which information required in registration statements, applications, and reports to the Commission shall be set forth. For the purposes of its rules or regulations the Commission may classify persons, securities, and other matters within its jurisdiction and prescribe different requirements for different classes of persons, securities, or matters.
**(b) Filing of information and documents** The Commission, by such rules and regulations or order as it deems necessary or appropriate in the public interest or for the protection of investors, may authorize the filing of any information or documents required to be filed with the Commission under this subchapter, subchapter II of this chapter, the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], the Securities Exchange Act of 1934 [[15 U.S.C. 78a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78a&num=0&edition=prelim) et seq.], or the Trust Indenture Act of 1939 [[15 U.S.C. 77aaa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aaa&num=0&edition=prelim) et seq.], by incorporating by reference any information or documents theretofore or concurrently filed with the Commission under this subchapter or any of such Acts.
**(c) Good faith conformance wi
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Federal law — U.S. Code and appendices · legal_authorities
Except where specific provision is made to the contrary, nothing in this subchapter shall affect (1) the jurisdiction of the Commission under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], the Securities Exchange Act of 1934 [[15 U.S.C. 78a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78a&num=0&edition=prelim) et seq.], the Trust Indenture Act of 1939 [[15 U.S.C. 77aaa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aaa&num=0&edition=prelim) et seq.], or subchapter II of this chapter, over any person, security, or transaction, or (2) the rights, obligations, duties, or liabilities of any person under such Acts; nor shall anything in this subchapter 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, security, or transaction, insofar as such jurisdiction does not conflict with any provision of this subchapter or of any rule, regulation, or order hereunder.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** When used in this subchapter, unless the context otherwise requires, the following definitions shall apply:
(1) “Assignment” includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor; but if the investment adviser is a partnership, no assignment of an investment advisory contract shall be deemed to result from the death or withdrawal of a minority of the members of the investment adviser having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of one or more members who, after such admission, shall be only a minority of the members and shall have only a minority interest in the business.
(2) “Bank” means (A) a banking institution organized under the laws of the United States or a Federal savings association, as defined in [section 1462(5) of title 12](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1462/5&num=0&edition=prelim), (B) a member bank of the Federal Reserve System, (C) any other banking institution, savings association, as defined in [section 1462(4) of title 12](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1462/4&num=0&edition=prelim), or trust company, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency, and which is supervised and examined by State or Federal authority having supervision over banks or sav
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Federal law — U.S. Code and appendices · legal_authorities
The Commission is authorized—
(1) to register futures commission merchants, associated persons of futures commission merchants, introducing brokers, associated persons of introducing brokers, commodity trading advisors, associated persons of commodity trading advisors, commodity pool operators, associated persons of commodity pool operators, floor brokers, and floor traders upon application in accordance with rules and regulations and in the form and manner to be prescribed by the Commission, which may require the applicant, and such persons associated with the applicant as the Commission may specify, to be fingerprinted and to submit, or cause to be submitted, such fingerprints to the Attorney General for identification and appropriate processing, and in connection therewith to fix and establish from time to time reasonable fees and charges for registrations and renewals thereof: Provided, That notwithstanding any provision of this chapter, the Commission may grant a temporary license to any applicant for registration with the Commission pursuant to such rules, regulations, or orders as the Commission may adopt, except that the term of any such temporary license shall not exceed six months from the date of its issuance;
(2) upon notice, but without a hearing and pursuant to such rules, regulations, or orders as the Commission may adopt, to refuse to register, to register conditionally, or to suspend or place restrictions upon the registration of, any person and with such a hearing as may be appropriate to revoke the registration of any person— Provided, That such person may appeal from a decision to refuse registration, condition registration, suspend, revoke or to place restrictions upon registration made pursuant to the provisions of this paragraph in the manner pr
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