15 U.S.C. § 77iii — Effective time of qualification

Page 184 TITLE 15—COMMERCE AND TRADE § 77hhh which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see section 77a of this title and Tables. AMENDMENTS 2002—Subsec. (b). Pub. L. 107–123 substituted ‘‘Com- mission’’ for ‘‘Commission, but, in the case of an appli- cation, only if it is accompanied or preceded by pay- ment 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’’. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2002 AMENDMENT Amendment by Pub. L. 107–123 effective Oct. 1, 2001, see section 11 of Pub. L. 107–123, set out as a note under section 78ee of this title. Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 77hhh. Integration of procedure with Securities Act and other Acts (a) Incorporation by reference The Commission, by such rules and regula- tions or orders as it deems necessary or appro- priate in the public interest or for the protec- tion of investors, shall authorize the filing of any information or documents required to be filed with the Commission under this sub- chapter, or under the Securities Act of 1933 [15 U.S.C. 77a et seq.] or the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], by incor- porating by reference any information or docu- ments on file with the Commission under this subchapter or under any such Act. (b) Consolidation of applications, reports, etc. The Commission, by such rules and regula- tions or orders as it deems necessary or appro- priate in the public interest or for the protec- tion of investors, shall provide for the consolida- tion of applications, reports, and proceedings under this subchapter with registration state- ments, applications, reports, and proceedings under the Securities Act of 1933 [15 U.S.C. 77a et seq.] or the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.]. (May 27, 1933, ch. 38, title III, § 308, as added Aug. 3, 1939, ch. 411, 53 Stat. 1156; amended Pub. L. 111–203, title IX, § 986(b)(2), July 21, 2010, 124 Stat. 1936.) Editorial Notes REFERENCES IN TEXT The Securities Act of 1933, referred to in subsecs. (a) and (b), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see section 77a of this title and Tables. The Securities Exchange Act of 1934, referred to in subsecs. (a) and (b), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables. AMENDMENTS 2010—Pub. L. 111–203 substituted ‘‘Securities Act of 1933 or the Securities Exchange Act of 1934’’ for ‘‘Secu- rities Act of 1933, the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935’’ in subsecs. (a) and (b). Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2010 AMENDMENT Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking. Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 77iii. Effective time of qualification (a) Effective time of registration or application for qualification of indenture The indenture under which a security has been or is to be issued shall be deemed to have been qualified under this subchapter— (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 77ggg of this title. (b) Stop orders after effective time of qualifica- tion After qualification has become effective as to the indenture under which a security has been or is to be issued, no stop order shall be issued pursuant to section 77h(d) of this title, sus- pending the effectiveness of the registration statement relating to such security or of the ap- plication for qualification of such indenture, ex- cept on one or more of the grounds specified in section 77h of this title, or the failure of the issuer to file an application as provided for by section 77eee(b)(2) of this title. (c) Effect of subsequent rule or regulation on qualification The making, amendment, or rescission of a rule, regulation, or order under the provisions of this subchapter (except to the extent authorized by subsection (a) of section 77nnn of this title with respect to rules and regulations prescribed pursuant to such subsection) shall not affect the qualification, form, or interpretation of any in- denture as to which qualification became effec- tive prior to the making, amendment, or rescis- sion of such rule, regulation, or order. (d) Liability of trustee under qualified indenture No trustee under an indenture which has been qualified under this subchapter shall be subject to any liability because of any failure of such in- denture to comply with any of the provisions of this subchapter, or any rule, regulation, or order thereunder. Page 185 TITLE 15—COMMERCE AND TRADE § 77jjj 1 So in original. Probably should be ‘‘institutional’’. (e) Power of Commission to conduct investiga- tion Nothing in this subchapter shall be construed as empowering the Commission to conduct an investigation or other proceeding for the pur- pose of determining whether the provisions of an indenture which has been qualified under this subchapter are being complied with, or to en- force such provisions. (May 27, 1933, ch. 38, title III, § 309, as added Aug. 3, 1939, ch. 411, 53 Stat. 1157; amended Pub. L. 101–550, title IV, § 405, Nov. 15, 1990, 104 Stat. 2723.) Editorial Notes AMENDMENTS 1990—Subsec. (b). Pub. L. 101–550 inserted before pe- riod at end ‘‘, or the failure of the issuer to file an ap- plication as provided for by section 77eee(b)(2) of this title’’. Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 77jjj. Eligibility and disqualification of trustee (a) Persons eligible for appointment as trustee (1) There shall at all times be one or more trustees under every indenture qualified or to be qualified pursuant to this subchapter, 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 or a corporation or other person permitted to act as trustee by the Commission (referred to in this subchapter as the institutional trustee), which (A) is au- thorized 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. The Commission may, pursuant to such rules and regulations as it may prescribe, or by order on application, per- mit a corporation or other person organized and doing business under the laws of a foreign gov- ernment to act as sole trustee under an inden- ture qualified or to be qualified pursuant to this subchapter, if such corporation or other person (i) is authorized under such laws to exercise cor- porate trust powers, and (ii) is subject to super- vision or examination by authority of such for- eign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States in- stitutional trustees. In prescribing such rules and regulations or making such order, the Com- mission shall consider whether under such laws, a United States institutional trustee is eligible to act as sole trustee under an indenture relat- ing to securities sold within the jurisdiction of such foreign government. (2) Such institution 1 trustee shall have at all times a combined capital and surplus of a speci- fied minimum amount, which shall not be less than $150,000. If such institutional trustee pub- lishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, the inden- ture may provide that, for the purposes of this paragraph, the combined capital and surplus of such trustee shall be deemed to be its combined capital and surplus as set forth in its most re- cent report of condition so published. (3) If the indenture to be qualified requires or permits the appointment of one or more co- trustees in addition to such institutional trust- ee, the rights, powers, duties, and obligations conferred or imposed upon the trustees or any of them shall be conferred or imposed upon and ex- ercised or performed by such institutional trust- ee, or such institutional trustee and such co- trustees jointly, except to the extent that under any law of any jurisdiction in which any par- ticular act or acts are to be performed, such in- stitutional trustee shall be incompetent or un- qualified to perform such act or acts, in which event such rights, powers, duties, and obliga- tions shall be exercised and performed by such co-trustees. (4) In the case of certificates of interest or par- ticipation, the indenture trustee or trustees shall 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. (5) No obligor upon the indenture securities or person directly or indirectly controlling, con- trolled by, or under common control with such obligor shall serve as trustee upon such inden- ture securities. (b) Disqualification of trustee If any indenture trustee has or shall acquire any conflicting interest as hereinafter defined— (i) then, within 90 days after ascertaining that it has such conflicting interest, and if the default (as defined in the next sentence) to which such conflicting interest relates has not been cured or duly waived or otherwise elimi- nated before the end of such 90-day period, such trustee shall either eliminate such con- flicting interest or, except as otherwise pro- vided below in this subsection, resign, and the obligor upon the indenture securities shall take prompt steps to have a successor ap- pointed in the manner provided in the inden- ture; (ii) in the event that such trustee shall fail to comply with the provisions of clause (i) of this subsection, such trustee shall, within 10 days after the expiration of such 90-day period, transmit notice of such failure to the inden- ture security holders in the manner and to the extent provided in subsection (c) of section 77mmm of this title; and (iii) subject to the provisions of subsection (e) of section 77ooo of this title, unless such trustee’s duty to resign is stayed as provided below in this subsection, any security holder who has been a bona fide holder of indenture securities for at least six months may, on be- half of himself and all others similarly situ- ated, petition any court of competent jurisdic- tion for the removal of such trustee, and the