Registration by Filing

C is correct. Mutual funds are federal covered securities that use registration by filing (notice filing). States may require the filing of documents and payment of fees, but cannot conduct merit review or deny effectiveness based on the substantive terms of the offering (such as fee levels). The registration becomes effective automatically.

A is incorrect because states cannot conduct merit review of federal covered securities and deny registration based on the Administrator's opinion about fees. B is incorrect because states cannot delay effectiveness of federal covered securities based on merit concerns. D is incorrect because registration by coordination is used for securities that are SEC-registered but are NOT federal covered securities. Mutual funds (federal covered) must use registration by filing, not coordination.

C is correct. Registration by filing (notice filing) for federal covered securities becomes effective automatically without any state approval or Administrator action. This is the key characteristic distinguishing it from the other registration methods.

A describes registration by qualification, where the Administrator sets the effective date. B describes registration by coordination, which becomes effective when SEC registration becomes effective (simultaneous). D is incorrect because there is no mandatory waiting period for registration by filing: it is effective immediately upon filing.

C is correct. ABC's bonds are federal covered securities under the "senior security rule." Since ABC's common stock is listed on the NYSE (a national exchange), any security equal or senior to that common stock (including corporate bonds) is automatically federal covered. Federal covered securities use registration by filing (notice filing), which becomes effective automatically without state approval.

A is incorrect because registration by qualification is used for securities NOT registered with the SEC. ABC would use SEC registration for the bonds. B is incorrect because registration by coordination is used for SEC-registered securities that are NOT federal covered (like OTC stocks). ABC's bonds are federal covered due to the senior security rule. D is incorrect because corporate bonds are not exempt securities: they require either registration or qualification for an exemption.

C is correct (the EXCEPT answer). The state Administrator does NOT approve registration by filing. The filing becomes effective automatically without any state approval or Administrator action. This automatic effectiveness is the defining characteristic of registration by filing (notice filing).

A is accurate: Registration by filing (notice filing) is used exclusively for federal covered securities such as mutual funds, closed-end funds, and exchange-listed securities. B is accurate: States retain the authority to collect filing fees for federal covered securities, which is one of the limited powers states have over such securities. D is accurate: Mutual funds and other investment companies registered under the Investment Company Act of 1940 are federal covered securities that use registration by filing.

B is correct. Statements 1, 3, and 4 are accurate.

Statement 1 is TRUE: Florida may require T. Rowe Price to file copies of its SEC registration documents and amendments. This is one of the limited notice filing requirements states can impose on federal covered securities.

Statement 2 is FALSE: Florida cannot deny registration based on merit review (such as excessive fees). Federal covered securities are exempt from state merit review under NSMIA. The registration becomes effective automatically without state approval.

Statement 3 is TRUE: Florida may require T. Rowe Price to pay a filing fee. States retain the authority to collect fees from federal covered securities, though these fees are generally lower than full registration fees.

Statement 4 is TRUE: Florida retains full authority to enforce anti-fraud provisions against T. Rowe Price. While states cannot conduct substantive regulation of federal covered securities, they can investigate and prosecute fraud, material misrepresentations, and other anti-fraud violations.