CITE

    15 USC Sec. 80a-8                                           01/05/2009

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS
    SUBCHAPTER I - INVESTMENT COMPANIES

HEAD

    Sec. 80a-8. Registration of investment companies

STATUTE

    (a) Notification of registration; effective date of registration
      Any investment company organized or otherwise created under the
    laws of the United States or of a State may register for the
    purposes of this subchapter by filing with the Commission a
    notification of registration, in such form as the Commission shall
    by rules and regulations prescribe as necessary or appropriate in
    the public interest or for the protection of investors. An
    investment company shall be deemed to be registered upon receipt by
    the Commission of such notification of registration.
    (b) Registration statement; contents
      Every registered investment company shall file with the
    Commission, within such reasonable time after registration as the
    Commission shall fix by rules and regulations, an original and such
    copies of a registration statement, in such form and containing
    such of the following information and documents as the Commission
    shall by rules and regulations prescribe as necessary or
    appropriate in the public interest or for the protection of
    investors:
        (1) a recital of the policy of the registrant in respect of
      each of the following types of activities, such recital
      consisting in each case of a statement whether the registrant
      reserves freedom of action to engage in activities of such type,
      and if such freedom of action is reserved, a statement briefly
      indicating, insofar as is practicable, the extent to which the
      registrant intends to engage therein: (A) the classification and
      subclassifications, as defined in sections 80a-4 and 80a-5 of
      this title, within which the registrant proposes to operate; (B)
      borrowing money; (C) the issuance of senior securities; (D)
      engaging in the business of underwriting securities issued by
      other persons; (E) concentrating investments in a particular
      industry or group of industries; (F) the purchase and sale of
      real estate and commodities, or either of them; (G) making loans
      to other persons; and (H) portfolio turn-over (including a
      statement showing the aggregate dollar amount of purchases and
      sales of portfolio securities, other than Government securities,
      in each of the last three full fiscal years preceding the filing
      of such registration statement);
        (2) a recital of all investment policies of the registrant, not
      enumerated in paragraph (1), which are changeable only if
      authorized by shareholder vote;
        (3) a recital of all policies of the registrant, not enumerated
      in paragraphs (1) and (2), in respect of matters which the
      registrant deems matters of fundamental policy;
        (4) the name and address of each affiliated person of the
      registrant; the name and principal address of every company,
      other than the registrant, of which each such person is an
      officer, director, or partner; a brief statement of the business
      experience for the preceding five years of each officer and
      director of the registrant; and
        (5) the information and documents which would be required to be
      filed in order to register under the Securities Act of 1933 [15
      U.S.C. 77a et seq.] and the Securities Exchange Act of 1934 [15
      U.S.C. 78a et seq.], all securities (other than short-term paper)
      which the registrant has outstanding or proposes to issue.
    (c) Alternative information
      The Commission shall make provision, by permissive rules and
    regulations or order, for the filing of the following, or so much
    of the following as the Commission may designate, in lieu of the
    information and documents required pursuant to subsection (b) of
    this section:
        (1) copies of the most recent registration statement filed by
      the registrant under the Securities Act of 1933 [15 U.S.C. 77a et
      seq.] and currently effective under such Act, or if the
      registrant has not filed such a statement, copies of a
      registration statement filed by the registrant under the
      Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.] and
      currently effective under such Act;
        (2) copies of any reports filed by the registrant pursuant to
      section 78m or 78o(d) of this title; and
        (3) a report containing reasonably current information
      regarding the matters included in copies filed pursuant to
      paragraphs (1) and (2) of this subsection, and such further
      information regarding matters not included in such copies as the
      Commission is authorized to require under subsection (b) of this
      section.
    (d) Registration of unit investment trusts
      If the registrant is a unit investment trust substantially all of
    the assets of which are securities issued by another registered
    investment company, the Commission is authorized to prescribe for
    the registrant, by rules and regulations or order, a registration
    statement which eliminates inappropriate duplication of information
    contained in the registration statement filed under this section by
    such other investment company.
    (e) Failure to file registration statement or omissions of material
      fact
      If it appears to the Commission that a registered investment
    company has failed to file the registration statement required by
    this section or a report required pursuant to section 80a-29 (a) or
    (b) of this title, or has filed such a registration statement or
    report but omitted therefrom material facts required to be stated
    therein, or has filed such a registration statement or report in
    violation of section 80a-33(b) of this title, the Commission shall
    notify such company by registered mail or by certified mail of the
    failure to file such registration statement or report, or of the
    respects in which such registration statement or report appears to
    be materially incomplete or misleading, as the case may be, and
    shall fix a date (in no event earlier than thirty days after the
    mailing of such notice) prior to which such company may file such
    registration statement or report or correct the same. If such
    registration statement or report is not filed or corrected within
    the time so fixed by the Commission or any extension thereof, the
    Commission, after appropriate notice and opportunity for hearing,
    and upon such conditions and with such exemptions as it deems
    appropriate for the protection of investors, may by order suspend
    the registration of such company until such statement or report is
    filed or corrected, or may by order revoke such registration, if
    the evidence establishes -
        (1) that such company has failed to file a registration
      statement required by this section or a report required pursuant
      to section 80a-29(a) or (b) of this title, or has filed such a
      registration statement or report but omitted therefrom material
      facts required to be stated therein, or has filed such a
      registration statement or report in violation of section 80a-
      33(b) of this title; and
        (2) that such suspension or revocation is in the public
      interest.
    (f) Cessation of existence as investment company
      Whenever the Commission, on its own motion or upon application,
    finds that a registered investment company has ceased to be an
    investment company, it shall so declare by order and upon the
    taking effect of such order the registration of such company shall
    cease to be in effect. If necessary for the protection of
    investors, an order under this subsection may be made upon
    appropriate conditions. The Commission's denial of any application
    under this subsection shall be by order.

SOURCE

    (Aug. 22, 1940, ch. 686, title I, Sec. 8, 54 Stat. 803; Pub. L. 86-
    507, Sec. 1(14), June 11, 1960, 74 Stat. 201; Pub. L. 91-547, Sec.
    3(c), Dec. 14, 1970, 84 Stat. 1415.)

REFERENCES IN TEXT

      The Securities Act of 1933, referred to in subsecs. (b)(5) and
    (c)(1), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, as
    amended, which is classified generally to subchapter I (Sec. 77a et
    seq.) of chapter 2A of this title. 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.
    (b)(5) and (c)(1), is act June 6, 1934, ch. 404, 48 Stat. 881, as
    amended, which is classified generally to 2B (Sec. 78a et seq.) of
    this title. For complete classification of this Act to the Code,
    see section 78a of this title and Tables.
      Words "such Act", referred to in subsec. (c)(1), mean the
    Securities Act of 1933 and the Securities Exchange Act of 1934,
    respectively.

AMENDMENTS

      1970 - Subsec. (b)(2). Pub. L. 91-547, Sec. 3(c)(1), substituted
    "all investment policies of the registrant" and "which are
    changeable only if authorized by shareholder vote" for "the policy
    of the registrant in respect of matters" and "which the registrant
    deems matters of fundamental policy and elects to treat as such",
    respectively. Former provisions are covered in par. (3).
      Subsec. (b)(3) to (5). Pub. L. 91-547, Sec. 3(c)(2), (3), added
    par. (3) and redesignated former pars. (3) and (4) as (4) and (5),
    respectively.
      1960 - Subsec. (e). Pub. L. 86-507 inserted "or by certified
    mail" after "registered mail".
                     EFFECTIVE DATE OF 1970 AMENDMENT
      Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section
    30 of Pub. L. 91-547, set out as a note under section 80a-52 of
    this title.

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, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
    64 Stat. 1265, set out under section 78d of this title.
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