Rule Text

ebenthall on PRODPC60 with CFR

Securities and Exchange Commission

§ 270.0–1

Section 270.0–1(a)(7) is also issued under 15
U.S.C. 80a–10(e);
Section 270.0–11 also issued under secs. 8,
24, 30 and 38, Investment Company Act (15
U.S.C. 80a–8, 80a–24, 80a–29 and 80a–37), secs.
6, 7, 8, 10 and 19(a), Securities Act (15 U.S.C.
77f, 77g, 77h, 77j, 77s(a)) and secs. 3(b), 12, 13,
14, 15(d) and 23(a), Exchange Act (15 U.S.C.
78c(b), 78l, 78m, 78n, 78o(d) and 78w(a));
Section 270.6c-9 is also issued under secs.
6(c) (15 U.S.C. 80a-6(c)) and 38(a) (15 U.S.C.
80a-37(a));
Section 270.6c–10 is also issued under sec.
6(c) (15 U.S.C. 80a–6(c));
Section 270.6e–3(T) is also issued under sec.
6(e), 15 U.S.C. 80a–5(e);
Section 270.8b–11 is also issued under 15
U.S.C. 77s, 80a–8, and 80a–37;
Section 270.10e–1 is also issued under 15
U.S.C. 80a–10(e);
Sections 270.12d1–1, 270.12d1–2, and 270.12d1–
3 are also issued under 15 U.S.C. 80a–6(c), 80a–
12(d)(1)(J), and 80a–37(a).
Section 270.12d3–1 is also issued under 15
U.S.C. 80a-6(c);
Section 270.17a–8 is also issued under 15
U.S.C. 80a–6(c) and 80a–37(a);
Section 270.17d–1 is also issued under 15
U.S.C. 80a–6(c), 80a–17(d), and 80a–37(a);
Section 270.17e–1 is also issued under 15
U.S.C. 80a–6(c), 80a–30(a), and 80a–37(a);
Section 270.17f–5 also issued under sec. 6(c)
(15 U.S.C. 80a–6(c);
Section 270.17g–1 is also issued under 15
U.S.C. 80a–6(c), 80a–17(d), 80a–17(g), and 80a–
37(a);
Section 270.17j–1 is also issued under secs.
206(4) and 211(a), Investment Advisers Act (15
U.S.C. 80b–6(4) and 80b–11(a));
Section 270.19b–1 is also issued under secs.
6(c) (15 U.S.C. 80a–6(c)), 19 (a) and (b) (15
U.S.C 80a–19 (a) and (b)), and 38(a) (15 U.S.C.
80a–37(a));
Section 270.22c–1 also issued under secs.
6(c), 22(c), and 38(a) (15 U.S.C. 80a–6(c), 80a–
22(c), and 80a–37(a));
Section 270.23c–3 also issued under 15
U.S.C. 80a–23(c).
Section 270.24f–2 also issued under 15 U.S.C.
80a–24(f)(4).
Section 270.30a–1 is also issued under 15
U.S.C. 78m, 78o(d), 80a–8, and 80a–29.
Section 270.30a–2 is also issued under 15
U.S.C. 78m, 78o(d), 80a-8, 80a-29, 7202, and
7241; and 18 U.S.C. 1350, unless otherwise
noted.
Section 270.30a–3 is also issued under 15
U.S.C. 78m, 78o(d), 80a–8, and 80a–29, and secs.
3(a) and 302, Pub. L. 107–204, 116 Stat. 745.
Section 270.30b1–1 is also issued under 15
U.S.C. 78m, 78o(d), 80a–8, and 80a–29.
Section 270.30b2–1 is also issued under 15
U.S.C. 78m, 78o(d), 80a–8, and 80a–29, and secs.
3(a) and 302, Pub. L. 107–204, 116 Stat. 745.
Section 270.30d–1 is also issued under 15
U.S.C. 78m, 78o(d), 80a–8, and 80a–29, and secs.
3(a) and 302, Pub. L. 107–204, 116 Stat. 745.

Section 270.30e–1 is also issued under 15
U.S.C. 77f, 77g, 77h, 77j, 77s, 78l, 78m, 78n,
78o(d), 78w(a), 80a–8, 80a–29, and 80a–37;
Section 270.31a–2 is also issued under 15
U.S.C. 80a–30.
ATTENTION ELECTRONIC FILERS
THIS REGULATION SHOULD BE READ IN
CONJUNCTION WITH REGULATION S-T
(PART 232 OF THIS CHAPTER), WHICH
GOVERNS THE PREPARATION AND SUBMISSION OF DOCUMENTS IN ELECTRONIC
FORMAT. MANY PROVISIONS RELATING
TO THE PREPARATION AND SUBMISSION
OF DOCUMENTS IN PAPER FORMAT CONTAINED IN THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC
FORMAT.

§ 270.0–1 Definition of terms used in
this part.
(a) As used in the rules and regulations prescribed by the Commission
pursuant to the Investment Company
Act of 1940, unless the context otherwise requires:
(1) The term Commission means the
Securities and Exchange Commission.
(2) The term act means the Investment Company Act of 1940.
(3) The term section refers to a section of the act.
(4) The terms rule and regulations
refer to the rules and regulations
adopted by the Commission pursuant
to the Act, including the forms for registration and reports and the accompanying instructions thereto.
(5) The term administrator means any
person who provides significant administrative or business affairs management services to an investment company.
(6)(i) A person is an independent legal
counsel with respect to the directors
who are not interested persons of an investment company (‘‘disinterested directors’’) if:
(A) A majority of the disinterested
directors reasonably determine in the
exercise of their judgment (and record
the basis for that determination in the
minutes of their meeting) that any representation by the person of the company’s investment adviser, principal
underwriter, administrator (‘‘management organizations’’), or any of their
control persons, since the beginning of
the fund’s last two completed fiscal

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ebenthall on PRODPC60 with CFR

§ 270.0–1

17 CFR Ch. II (4–1–08 Edition)

years, is or was sufficiently limited
that it is unlikely to adversely affect
the professional judgment of the person
in providing legal representation to the
disinterested directors; and
(B) The disinterested directors have
obtained an undertaking from such
person to provide them with information necessary to make their determination and to update promptly that
information when the person begins to
represent, or materially increases his
representation of, a management organization or control person.
(ii) The disinterested directors are
entitled to rely on the information obtained from the person, unless they
know or have reason to believe that
the information is materially false or
incomplete. The disinterested directors
must re-evaluate their determination
no less frequently than annually (and
record the basis accordingly), except as
provided in paragraph (iii) of this section.
(iii) After the disinterested directors
obtain information that the person has
begun to represent, or has materially
increased his representation of, a management organization (or any of its
control persons), the person may continue to be an independent legal counsel, for purposes of paragraph (a)(6)(i)
of this section, for no longer than three
months unless during that period the
disinterested directors make a new determination under that paragraph.
(iv) For purposes of paragraphs
(a)(6)(i)–(iii) of this section:
(A) The term person has the same
meaning as in section 2(a)(28) of the
Act (15 U.S.C. 80a–2(a)(28)) and, in addition, includes a partner, co-member, or
employee of any person; and
(B) The term control person means
any person (other than an investment
company) directly or indirectly controlling, controlled by, or under common control with any of the investment company’s management organizations.
(7) Fund governance standards. The
board of directors of an investment
company (‘‘fund’’) satisfies the fund
governance standards if:
(i) At least seventy-five percent of
the directors of the fund are not interested persons of the fund (‘‘disinterested directors’’) or, if the fund has

three directors, all but one are disinterested directors;
(ii) The disinterested directors of the
fund select and nominate any other
disinterested director of the fund;
(iii) Any person who acts as legal
counsel for the disinterested directors
of the fund is an independent legal
counsel as defined in paragraph (a)(6)
of this section;
(iv) A disinterested director serves as
chairman of the board of directors of
the fund, presides over meetings of the
board of directors and has substantially the same responsibilities as
would a chairman of a board of directors;
(v) The board of directors evaluates
at least once annually the performance
of the board of directors and the committees of the board of directors, which
evaluation must include a consideration of the effectiveness of the committee structure of the fund board and
the number of funds on whose boards
each director serves;
(vi) The disinterested directors meet
at least once quarterly in a session at
which no directors who are interested
persons of the fund are present; and
(vii) The disinterested directors have
been authorized to hire employees and
to retain advisers and experts necessary to carry out their duties.
(b) Unless otherwise specifically provided, the terms used in the rules and
regulations in this part shall have the
meaning defined in the Act. The terms
‘‘EDGAR,’’ ‘‘EDGAR Filer Manual,’’
‘‘electronic filer,’’ ‘‘electronic filing,’’
‘‘electronic format,’’ ‘‘electronic submission,’’ ‘‘paper format,’’ and ‘‘signature’’ shall have the meanings assigned
to such terms in Regulation S-T—General Rules for Electronic Filings (Part
232 of this chapter).
(c) A rule or regulation which defines
a term without express reference to the
act or to the rules and regulations, or
to a portion thereof, defines such terms
for all purposes as used both in the act
and in the rules and regulations in this
part, unless the context otherwise requires.
(d) Unless otherwise specified or the
context otherwise requires, the term
‘‘prospectus’’ means a prospectus meeting the requirements of section 10(a) of
the Securities Act of 1933 as amended.

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Securities and Exchange Commission

§ 270.0–2

ebenthall on PRODPC60 with CFR

(e) Definition of separate account and
conditions for availability of exemption under §§ 270.6c–6, 270.6c–7, 270.6c–8,
270.11a–2, 270.14a–2, 270.15a–3, 270.16a–1,
270.22c–1, 270.22d–3, 270.22e–1, 270.26a–1,
270.26a–2, 270.27a–1, 270.27a–2, 270.27a–3,
270.27c–1, and 270.32a–2 of this chapter.
(1) As used in the rules and regulations prescribed by the Commission
pursuant to the Investment Company
Act of 1940, unless otherwise specified
or the context otherwise requires, the
term ‘‘separate account’’ shall mean an
account established and maintained by
an insurance company pursuant to the
laws of any state or territory of the
United States, or of Canada or any
province thereof, under which income,
gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or
charged against such account without
regard to other income, gains or losses
of the insurance company and the term
‘‘variable annuity contract’’ shall
mean any accumulation or annuity
contract, any portion thereof, or any
unit of interest or participation therein pursuant to which the value of the
contract, either prior or subsequent to
annuitization, or both, varies according to the investment experience of the
separate account in which the contract
participates.
(2) As conditions to the availability
of exemptive Rules 6c–6, 6c–7, 6c–8, 11a–
2, 14a–2, 15a–3, 16a–1, 22c–1, 22d–3, 22e–1,
26a–1, 26a–2, 27a–1, 27a–2, 27a–3, 27c–1,
and 32a–2, the separate account shall be
legally segregated, the assets of the
separate account shall, at the time
during the year that adjustments in
the reserves are made, have a value at
least equal to the reserves and other
contract liabilities with respect to
such account, and at all other times,
shall have a value approximately equal
to or in excess of such reserves and liabilities; and that portion of such assets having a value equal to, or approximately equal to, such reserves
and contract liabilities shall not be
chargeable with liabilities arising out

of any other business which the insurance company may conduct.
[Rule N–1, 5 FR 4316, Oct. 31, 1940, as amended at 19 FR 6730, Oct. 20, 1954; 30 FR 829, Jan.
27, 1965; 48 FR 36098, Aug. 9, 1983; 50 FR 42682,
Oct. 22, 1985; 58 FR 14859, Mar. 18, 1993; 66 FR
3757, Jan. 16, 2001; 69 FR 46389, Aug. 2, 2004]

§ 270.0–2 General requirements of papers and applications.
(a) Filing of papers. All papers required to be filed with the Commission
pursuant to the Act or the rules and
regulations thereunder shall, unless
otherwise provided by the rules and
regulations in this part, be delivered
through the mails or otherwise to the
Securities and Exchange Commission,
Washington, D.C. 20549. Except as otherwise provided by the rules and regulations, the date on which papers are
actually received by the Commission
shall be the date of filing thereof. If the
last day for the timely filing of such
papers falls on a Saturday, Sunday, or
holiday, such papers may be filed on
the first business day following.
(b) Formal specifications respecting applications. Every application for an
order under any provision of the Act,
for which a form with instructions is
not specifically prescribed, and every
amendment to such application shall
be filed in quintuplicate. One copy
shall be signed by the applicant but the
other four copies may have facsimile or
typed signatures. Such applications
should be on paper no larger than
81⁄2×11 inches in size. To the extent that
the reduction of larger documents
would render them illegible, such documents may be filed on paper larger
than 81⁄2×11 inches in size. The left margin should be at least 11⁄2 inches wide
and, if the application is bound, it
should be bound on the left side. The
application must be typed, printed,
copied or prepared by any process
which, in the opinion of the commission, produces copies suitable for
microfilming. All typewritten or printed matter (including deficits in financial statements) should be set forth in
black so as to permit photocopying.
Every application for an order under
any provision of the Act and every
amendment to such application shall
be submitted to the Commission in

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