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"(A) temporary adverse economic conditions exist throughout the community as a direct and primary result of outstanding claims to ownership of land in the community by an American Indian tribe, band, or Nation;

"(B) such ownership claims are reasonably likely to be settled, by court action or otherwise;

"(C) as a direct result of the community's temporarily impaired economic condition, owner occupants of homes in the community have been involuntarily unemployed or underemployed and have thus incurred substantial reductions in income which significantly impair their ability to continue timely payment of their mortgages;

"(D) as a result, widespread mortgage foreclosures and distress sales of homes are likely in the community; and

"(E) fifty or more individual homeowners were joined as parties defendant or were members of a defendant class prior to December 31, 1976, in litigation involving claims to ownership of land in the community by an American Indian tribe, band, or Nation.

"(2) A mortgage shall be eligible for insurance under subsection (b) of this section as modified by this subsection without regard to limitations in this title relating to a mortgagor's reasonable ability to pay, economic soundness, marketability of title, or any other statutory restriction which the Secretary determines is contrary to the purpose of this subsection, but only if the mortgagor is an owner occupant of a home in a community specified in paragraph (1) who, as a direct result of the community's temporarily impaired economic condition, has been involuntarily unemployed or underemployed and has thus incurred a substantial reduction in income which significantly impairs the owner's ability to continue timely payment of the mortgage. The Secretary is authorized to encourage or afford directly to or on behalf of mortgagors whose mortgages are insured under subsection (b) as modified by this subsection forebearance, assignment of mortgages to the Secretary, or such other relief as the Secretary deems appropriate and consistent with the purpose of this subsection. The Secretary, in connection with any mortgage insured under subsection (b) as modified by this subsection, shall have all statutory powers, authority, and responsibilities which the Secretary has with respect to other mortgages insured under subsection (b), except that the Secretary may modify such powers, authority, or responsibilities where the Secretary deems such action to be necessary because of the special nature of the mortgage involved. Notwithstanding section 202 of this title, the insurance of a mortgage under subsection (b) of this section as modified by this subsection shall be the obligation of the Special Risk Insurance Fund created pursuant to section 238 of this title.". Section 211 of the National Housing Act (12 U.S.C. 1715b) reads as follows:

"RULES AND REGULATIONS

"SEC. 211. The Secretary is authorized and directed to make such rules and regulations as may be necessary to carry out the provisions of this title.".

J. Sections 304 (a) (5) and 304 (a) (10) of the Trust Indenture Act of 1969 (15 U.S.C. 78ddd (a) (5) and (10)) read as follows:

"EXEMPTED SECURITIES AND TRANSACTIONS

"SEC. 304. (a) The provisions of this title shall not apply to any of the following securities:

"(1)

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"(5) any security issued under a mortgage indenture as to 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 (a) (2) of such Act;

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"(10) any security issued under a mortgage or trust deed indenture as to which a contract of insurance under title XI of 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 (a) (2), as amended, of the Securities Act of 1933 (15 U.S.C. 77c (a) (2)).".

K. Section 24(d) of the Investment Company Act of 1940 (15 U.S.C. 80-24(d)) provides:

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"(d) The exemption provided by paragraph 8 of section 3(a) of the Securities Act of 1933 shall not apply to any security of which an investment company is the issuer. The exemption provided by paragraph 11 of said section 3(a) shall not apply to any security of which a registered investment company is the issuer, except a security sold or disposed of by the issuer or bona fide offered to the public prior to the effective date of this title, and with respect to a security so sold, disposed of or offered shall not apply to the new offering thereof on or after the effective date of this title. The exemption provided by the third clause of section 4(3) of the Securities Act of 1933 shall not apply to any transaction in a security issued by a face-amount certificate company or in a redeemable security issued by an open-end management company or unit investment trust, if any other security of the same class is currently being offered or sold by the issuer or by or through an underwriter in a distribution which is not exempted from section 5 of said Act, except to such extent and subject to such terms and conditions as the Commission, having due regard for the public interest and the protection of investors, may prescribe by rules or regulations with respect to any class of persons, securities, or transactions." 10

7 The term "investment company" is defined in section 3 of the Investment Company Act of 1940, 15 U.S.C. 80a-3.

8 The term "investment company" is defined in section 3 of the Investment Company Act of 1940, 15 U.S.C. 80a-3. A "registered investment company" is an investment company registered under section 8 of the Act, 15 U.S.C. 80a-8.

Section 53 of the Investment Company Act makes the Act effective on November 1, 1940, except that in the case of face amount certificates and face amount certificate companies. as defined in sections 2(a) (15) and 4 (1) of the Act, the effective date is January 1, 1941 (15 U.S.C. 80a-52).

10 This last sentence was added by Pub. L. No. 577, 83d Congress, 68 Stat. 689.

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

"The provisions of the Securities Act of 1933 and the Investment. Company Act of 1940 shall not apply, except for purposes of definition of terms used in this section, to any interest or participation (including any separate account or other fund providing for the sharing of income or gains and losses, and any interest or participation in such account or fund) in any contract, certificate, or policy providing for life insurance benefits which was issued prior to March 23, 1959, by any insurance company, if (1) the form of such contract, certificate, or policy was approved by the insurance commissioner, or similar official or agency, of a State, territory or the District of Columbia, and (2) under such contract, certificate or policy not to exceed 49 per centum of the gross premiums or other consideration paid was to be allocated to a separate account or other fund providing for the sharing of income or gains and losses. Nothing herein contained shall be taken to imply that any such interest or participation constitutes a 'security' under any other laws of the United States.".

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

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

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

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

"Section 3. The Securities and Exchange Commission acting in consultation with the National Advisory Council on International Monetary and Financial Problems is authorized to suspend the provisions of section 15 (a) of the Bretton Woods Agreements Act at any time as to any or all securities issued or guaranteed by the bank during the period of such suspension. The Commission shall include in its annual reports to Congress such information as it shall deem advis

able with regard to the operations and effect of this Act and in connection therewith shall include any views submitted for such purpose by any association of dealers registered with the Commission.".

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

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

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

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

II. REGISTRATION STATEMENTS

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

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

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

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

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

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

REGISTRATION OF SECURITIES UNDER SECURITIES ACT OF 1933

"SEC. 24. (a) In registering under the Securities Act of 1933 any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in Schedule A of said Act, may file a registration statement containing the following information and documents:

"(1) such copies of the registration statement filed by such company under this title, and of such reports filed by such company pursuant to section 30 or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and

"(2) such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors.".

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

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

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

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

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

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