Notes on investment companies and advisers : US Code - Notes

Search Notes on investment companies and advisers : US Code - Notes

SUBCHAPTER I - INVESTMENT COMPANIES
Sec.
80a-1. Findings and declaration of policy.
(a) Findings.
(b) Policy.
80a-2. Definitions; applicability; rulemaking considerations.
(a) Definitions.
(b) Applicability to government.
(c) Consideration of promotion of efficiency,
competition, and capital formation.
80a-3. Definition of investment company.
(a) Definitions.
(b) Exemption from provisions.
(c) Further exemptions.
80a-3a. Protection of philanthropy under State law.
(a) Registration requirements.
(b) Treatment of charitable organizations.
(c) State action.
(d) Definitions.
80a-4. Classification of investment companies.
80a-5. Subclassification of management companies.
(a) Open-end and closed-end companies.
(b) Diversified and non-diversified companies.
(c) Loss of status as diversified company.
80a-6. Exemptions.
(a) Exemption of specified investment companies.
(b) Exemption of employees' security company upon
application; matters considered.
(c) Exemption of persons, securities or any class
or classes of persons as necessary and
appropriate in public interest.
(d) Exemption of closed-end investment companies.
(e) Application of certain specified provisions of
subchapter to otherwise exempt companies.
(f) Exemption of closed-end company treated as
business development company.
80a-7. Transactions by unregistered investment companies.
(a) Prohibition of transactions in interstate
commerce by companies.
(b) Prohibition of transactions in interstate
commerce by depositors or trustees of
companies.
(c) Prohibition of transactions in interstate
commerce by promoters of proposed investment
companies.
(d) Prohibition of transactions in interstate
commerce by companies not organized under laws
of the United States or a State; exceptions.
(e) Disclosure by exempt charitable organizations.
80a-8. Registration of investment companies.
(a) Notification of registration; effective date of
registration.
(b) Registration statement; contents.
(c) Alternative information.
(d) Registration of unit investment trusts.
(e) Failure to file registration statement or
omissions of material fact.
(f) Cessation of existence as investment company.
80a-9. Ineligibility of certain affiliated persons and
underwriters.
(a) Persons deemed ineligible for service with
investment companies, etc.; investment
adviser.
(b) Certain persons serving investment companies;
administrative action of Commission.
(c) Application of ineligible person for exemption.
(d) Money penalties in administrative proceedings.
(e) Authority to enter order requiring accounting
and disgorgement.
(f) Cease-and-desist proceedings.
(g) Corporate or other trustees performing
functions of investment advisers.
80a-10. Affiliations or interest of directors, officers, and
employees.
(a) Interested persons of company who may serve on
board of directors.
(b) Employment and use of directors, officers,
etc., as regular broker, principal
underwriter, or investment banker.
(c) Officers, directors, or employees of one bank
or bank holding company as majority of board
of directors of company; exceptions.
(d) Exception to limitation of number of interested
persons who may serve on board of directors.
(e) Death, disqualification, or resignation of
directors as suspension of limitation
provisions.
(f) Officer, director, etc., of company acting as
principal underwriter of security acquired by
company.
(g) Advisory boards; restrictions on membership.
(h) Application of section to unincorporated
registered management companies.
80a-11. Offers to exchange securities.
(a) Approval by Commission for exchanges of
securities on basis other than relative net
asset value.
(b) Application of section to offers pursuant to
plan of reorganization.
(c) Application of section to specific exchange
offers.
80a-12. Functions and activities of investment companies.
(a) Purchase of securities on margin; joint trading
accounts; short sales of securities;
exceptions.
(b) Distribution by investment company of
securities of which it is issuer.
(c) Limitations on commitments as underwriter.
(d) Limitations on acquisition by investment
companies of securities of other specific
businesses.
(e) Acquisition of securities issued by
corporations in business of underwriting,
furnishing capital to industry, etc.
(f) Organization and ownership by one registered
face-amount certificate company of all or part
of capital stock of not more than two other
face-amount certificate companies;
limitations.
(g) Exceptions to limitation on ownership by
investment company of securities of insurance
company.
80a-13. Changes in investment policy.
80a-14. Size of investment companies.
(a) Public offerings.
(b) Study on effects of size.
80a-15. Contracts of advisers and underwriters.
(a) Written contract to serve or act as investment
adviser; contents.
(b) Written contract with company for sale by
principal underwriter of security of which
company is issuer; contents.
(c) Approval of contract to undertake service as
investment adviser or principal underwriter by
majority of noninterested directors.
(d) Equivalent of vote of majority of outstanding
voting securities in case of common-law trust.
(e) Exemption of advisory boards or members from
provisions of this section.
(f) Receipt of benefits by investment adviser from
sale of securities or other interest in such
investment adviser resulting in assignment of
investment advisory contract.
80a-16. Board of directors.
(a) Election of directors.
(b) Term vacancies.
(c) Trustees of common-law trusts.
80a-17. Transactions of certain affiliated persons and
underwriters.
(a) Prohibited transactions.
(b) Application for exemption of proposed
transaction from certain restrictions.
(c) Sale or purchase of merchandise from any
company or furnishing of services incident to
lessor-lessee relationship.
(d) Joint or joint and several participation with
company in transactions.
(e) Acceptance of compensation, commissions, fees,
etc.
(f) Custody of securities.
(g) Bonding of officers and employees having access
to securities or funds.
(h) Provisions in charter, by-laws, etc.,
protecting against liability for willful
misfeasance, etc.
(i) Provisions in contracts protecting against
willful misfeasance, etc.
(j) Rules and regulations prohibiting fraudulent,
deceptive or manipulative courses of conduct.
80a-18. Capital structure of investment companies.
(a) Qualifications on issuance of senior
securities.
(b) Asset coverage in respect of senior securities.
(c) Prohibitions relating to issuance of senior
securities.
(d) Warrants and rights to subscription.
(e) Application of section to specific senior
securities.
(f) Senior securities securing loans from bank;
securities not included in "senior security".
(g) "Senior security" defined.
(h) "Asset coverage" defined.
(i) Future issuance of stock as voting stock;
exceptions.
(j) Securities issued by registered face-amount
certificate company.
(k) Application of section to companies operating
under Small Business Investment Act
provisions.
80a-19. Payments or distributions.
(a) Dividends; restriction; exception.
(b) Long-term capital gains; limitation.
80a-20. Proxies; voting trusts; circular ownership.
(a) Prohibition on use of means of interstate
commerce for solicitation of proxies.
(b) Prohibition on use of means of interstate
commerce for sale of voting-trust
certificates.
(c) Prohibition on purchase of securities knowingly
resulting in cross-ownership or circular
ownership.
(d) Duty to eliminate existing cross-ownership or
circular ownership.
80a-21. Loans by management companies.
80a-22. Distribution, redemption, and repurchase of
securities; regulations by securities associations.
(a) Rules relating to minimum and maximum prices
for purchase and sale of securities from
investment company; time for resale and
redemption.
(b) Rules relating to purchase of securities by
members from issuer investment company.
(c) Conflicting rules of Commission and
associations.
(d) Sale of securities except to or through
principal underwriter; price of securities.
(e) Suspension of right of redemption or
postponement of date of payment.
(f) Restrictions on transferability or
negotiability of securities.
(g) Issuance of securities for services or property
other than cash.
80a-23. Closed-end companies.
(a) Issuance of securities.
(b) Sale of common stock at price below current net
asset value.
(c) Purchase of securities of which it is issuer;
exceptions.
80a-24. Registration of securities under Securities Act of
1933.
(a) Registration statement; contents.
(b) Filing of three copies of advertisement,
pamphlet, etc. in connection with public
offering; time of filing.
(c) Additional requirement for prospectuses
relating to periodic payment plan certificates
or face-amount certificate.
(d) Application of other provisions to securities
of investment companies, face-amount
certificate companies, and open-end companies
or unit investment trust.
(e) Amendment of registration statements relating
to securities issued by face-amount
certificate companies, open-end management
companies or unit investment trusts.
(f) Registration of indefinite amount of
securities.
(g) Additional prospectuses.
80a-25. Reorganization plans; reports by Commission.
(a) Filing of reorganization plan and other
information with Commission.
(b) Advisory report by Commission at request of
shareholders.
(c) Enjoinder of plan of reorganization.
(d) Application of section to reorganizations under
title 11.
80a-26. Unit investment trusts.
(a) Custody and sale of securities.
(b) Bank or affiliated person of bank as trustee or
custodian.
(c) Substitution of securities.
(d) Binding contract or agreement embodying
applicable provisions deemed to qualify
non-complying instrument by which securities
were issued.
(e) Liquidation of unit investment trust.
(f) Exemption.
80a-27. Periodic payment plans.
(a) Sale of certificates; restrictions.
(b) Exemptions.
(c) Sale of certificates; requirements.
(d) Surrender of certificates; regulations.
(e) Refund privileges; notice; rules.
(f) Charges, statement; rules; surrender of
certificates; regulations.
(g) Governing provisions; election.
(h) Sale of certificates; restrictions.
(i) Applicability to registered separate account
funding variable insurance contracts.
80a-28. Face-amount certificate companies.
(a) Issuance or sale of certificates.
(b) Asset requirements prior to sale of
certificates.
(c) Certificate reserve requirements.
(d) Provisions required in certificate.
(e) Liability of holder to legal action for unpaid
amount of certificate.
(f) Optional right to paid up certificate in lieu
of cash surrender value.
(g) Application of section to company issuing
certificates only to holders of previously
issued certificates.
(h) Declaration or payment of dividends.
(i) Application of section to certificates issued
prior to effective date of section.
80a-29. Reports and financial statements of investment
companies and affiliated persons.
(a) Annual report by company.
(b) Semi-annual or quarterly filing of information;
copies of periodic or interim reports sent to
security holders.
(c) Minimizing reporting burdens.
(d) Reports under this section in lieu of reports
under other provisions of law.
(e) Semiannual reports to stockholders.
(f) Additional information.
(g) Certificate of independent public accountants.
(h) Duties and liabilities of affiliated persons.
(i) Disclosure to church plan participants.
(j) Notice to Commission.
80a-30. Accounts and records.
(a) Maintenance of records.
(b) Examinations of records.
(c) Limitations on disclosure by Commission.
(d) Definitions.
(e) Regulatory authority.
(f) Exemption authority.
80a-31. Accountants and auditors.
(a) Selection of accountant.
(b) Selection of controller or other principal
accounting officer.
(c) Reports of accountants and auditors.
80a-32. Filing of documents with Commission in civil actions.
80a-33. Destruction and falsification of reports and records.
(a) Willful destruction.
(b) Untrue statements or omissions.
80a-34. Unlawful representations and names.
(a) Misrepresentation of guarantees.
(b) Unlawful representation of sponsorship by
United States or agency thereof.
(c) Statement of registration under securities
provisions.
(d) Deceptive or misleading names.
80a-35. Breach of fiduciary duty.
(a) Civil actions by Commission; jurisdiction;
allegations; injunctive or other relief.
(b) Compensation or payments as basis of fiduciary
duty; civil actions by Commission or security
holder; burden of proof; judicial
consideration of director or shareholder
approval; persons liable; extent of liability;
exempted transactions; jurisdiction; finding
restriction.
(c) Corporate or other trustees performing
functions of investment advisers.
80a-36. Larceny and embezzlement.
80a-37. Rules, regulations, and orders.
(a) Powers of Commission.
(b) Filing of information and documents.
(c) Good faith conformance with rules, regulations,
and orders.
80a-38. Procedure for issuance of rules and regulations.
80a-39. Procedure for issuance of orders.
(a) Notice and hearing.
(b) Application verified under oath admissible as
evidence.
(c) Parties.
80a-40. Hearings by Commission.
80a-41. Enforcement of subchapter.
(a) Investigation.
(b) Administration of oaths and affirmations,
subpena of witnesses, etc.
(c) Jurisdiction of courts of United States.
(d) Action for injunction.
(e) Money penalties in civil actions.
80a-42. Court review of orders.
80a-43. Jurisdiction of offenses and suits.
80a-44. Disclosure of information filed with Commission;
copies.
80a-45. Reports by Commission; hiring and leasing authority.
(a) Omitted.
(b) Hiring and leasing authority.
80a-46. Validity of contracts.
(a) Waiver of compliance as void.
(b) Equitable results; rescission; severance.
80a-47. Violation of subchapter.
(a) Procurement.
(b) Obstructing compliance.
80a-48. Penalties.
80a-49. Construction with other laws.
80a-50. Separability.
80a-51. Short title.
80a-52. Effective date.
80a-53. Election to be regulated as business development
company.
(a) Eligibility.
(b) Form and manner of notification; effect.
(c) Revocation or withdrawal of election.
80a-54. Acquisition of assets by business development
companies.
(a) Permissible assets; percentage.
(b) Valuation of assets.
80a-55. Qualifications of directors.
(a) Non-interested persons.
(b) Vacancies; suspension of provisions.
80a-56. Transactions with certain affiliates.
(a) Transactions involving controlling or closely
affiliated persons.
(b) Controlling or closely affiliated persons.
(c) Exemption orders.
(d) Transactions involving noncontrolling
shareholders or affiliated persons.
(e) Noncontrolling shareholders or affiliated
persons; executive officer.
(f) Approval of proposed transactions.
(g) Transactions in the ordinary course of
business.
(h) Inquiry procedures.
(i) Rules and regulations of Commission.
(j) Warrants, options, and rights to purchase
voting securities; loans to facilitate
executive compensation plans.
(k) Restriction on brokerage commissions.
(l) Persons subject to brokerage commission
restrictions.
(m) Receipt of fee or salary from transaction
participant.
(n) Profit-sharing plans.
(o) Required majority for approval of proposed
transactions.
80a-57. Changes in investment policy.
80a-58. Incorporation of subchapter provisions.
80a-59. Functions and activities of business development
companies.
80a-60. Capital structure.
(a) Exceptions for business development company.
(b) Compliance.
80a-61. Loans.
80a-62. Distribution and repurchase of securities.
80a-63. Accounts and records.
(a) Exception for business development company.
(b) Risk factors statement; availability.
80a-64. Preventing compliance with subchapter; liability of
controlling persons.

SUBCHAPTER II - INVESTMENT ADVISERS
80b-1. Findings.
80b-2. Definitions.
(a) In general.
(b) Applicability to Federal or State government,
agency, or instrumentality, or to officers,
agents, or employees thereof.
(c) Consideration of promotion of efficiency,
competition, and capital formation.
80b-3. Registration of investment advisers.
(a) Necessity of registration.
(b) Investment advisers who need not be registered.
(c) Procedure for registration; filing of
application; effective date of registration;
amendment of registration.
(d) Other acts prohibited by subchapter.
(e) Censure, denial, or suspension of registration;
notice and hearing.
(f) Bar or suspension from association with
investment adviser; notice and hearing.
(g) Registration of successor to business of
investment adviser.
(h) Withdrawal of registration.
(i) Money penalties in administrative proceedings.
(j) Authority to enter order requiring accounting
and disgorgement.
(k) Cease-and-desist proceedings.
80b-3a. State and Federal responsibilities.
(a) Advisers subject to State authorities.
(b) Advisers subject to Commission authority.
(c) Exemptions.
(d) Filing depositories.
(e) State assistance.
80b-4. Reports by investment advisers.
80b-4a. Prevention of misuse of nonpublic information.
80b-5. Investment advisory contracts.
(a) Compensation, assignment, and
partnership-membership provisions.
(b) Compensation prohibition inapplicable to
certain compensation computations.
(c) Measurement of changes in compensation.
(d) "Investment advisory contract" defined.
(e) Exempt persons and transactions.
80b-6. Prohibited transactions by investment advisers.
80b-6a. Exemptions.
80b-7. Material misstatements.
80b-8. General prohibitions.
(a) Representations of sponsorship by United States
or agency thereof.
(b) Statement of registration under Securities
Exchange Act of 1934 provisions.
(c) Use of name "investment counsel" as descriptive
of business.
(d) Use of indirect means to do prohibited act.
80b-9. Enforcement of subchapter.
(a) Investigation.
(b) Administration of oaths and affirmations,
subpena of witnesses, etc.
(c) Jurisdiction of courts of United States.
(d) Action for injunction.
(e) Money penalties in civil actions.
80b-10. Disclosure of information by Commission.
(a) Information available to public.
(b) Disclosure of fact of examination or
investigation; exceptions.
(c) Disclosure by investment adviser of identity of
clients.
80b-10a. Consultation.
(a) Examination results and other information.
(b) Effect on other authority.
(c) Definition.
80b-11. Rules, regulations, and orders of Commission.
(a) Power of Commission.
(b) Effective date of regulations.
(c) Orders of Commission after notice and hearing;
type of notice.
(d) Good faith compliance with rules and
regulations.
80b-12. Hearings.
80b-13. Court review of orders.
(a) Petition; jurisdiction; findings of Commission;
additional evidence; finality.
(b) Stay of Commission's order.
80b-14. Jurisdiction of offenses and suits.
80b-15. Validity of contracts.
(a) Waiver of compliance as void.
(b) Rights affected by invalidity.
80b-16. Omitted.
80b-17. Penalties.
80b-18. Hiring and leasing authority of Commission.
80b-18a. State regulation of investment advisers.
(a) Jurisdiction of State regulators.
(b) Dual compliance purposes.
(c) Limitation on capital and bond requirements.
(d) National de minimis standard.
80b-19. Separability.
80b-20. Short title.
80b-21. Effective date.