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.