Statutory Authority

Page 391

TITLE 15—COMMERCE AND TRADE

(d) Prohibition of transactions in interstate commerce by companies not organized under
laws of the United States or a State; exceptions
No investment company, unless organized or
otherwise created under the laws of the United
States or of a State, and no depositor or trustee
of or underwriter for such a company not so organized or created, shall make use of the mails
or any means or instrumentality of interstate
commerce, directly or indirectly, to offer for
sale, sell, or deliver after sale, in connection
with a public offering, any security of which
such company is the issuer. Notwithstanding the
provisions of this subsection and of section
80a–8(a) of this title, the Commission is authorized, upon application by an investment company organized or otherwise created under the
laws of a foreign country, to issue a conditional
or unconditional order permitting such company
to register under this subchapter, and to make a
public offering of its securities by use of the
mails and means or instrumentalities of interstate commerce, if the Commission finds that,
by reason of special circumstances or arrangements, it is both legally and practically feasible
effectively to enforce the provisions of this subchapter against such company and that the issuance of such order is otherwise consistent with
the public interest and the protection of investors.
(e) Disclosure by exempt charitable organizations
Each fund that is excluded from the definition
of an investment company under section
80a–3(c)(10)(B) of this title shall provide, to each
donor to such fund, at the time of the donation
or within 90 days after December 8, 1995, whichever is later, written information describing the
material terms of the operation of such fund.
(Aug. 22, 1940, ch. 686, title I, § 7, 54 Stat. 802;
Pub. L. 104–62, § 2(b), Dec. 8, 1995, 109 Stat. 683.)
AMENDMENTS
1995—Subsec. (e). Pub. L. 104–62 added subsec. (e).
EFFECTIVE DATE OF 1995 AMENDMENT
Amendment by Pub. L. 104–62 applicable as defense to
any claim in administrative and judicial actions pending on or commenced after Dec. 8, 1995, that any person,
security, interest, or participation of type described in
Pub. L. 104–62 is subject to the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment
Company Act of 1940, the Investment Advisers Act of
1940, or any State statute or regulation preempted as
provided in section 80a–3a of this title, except as specifically provided in such statutes, see section 7 of Pub.
L. 104–62, set out as a note under section 77c 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, §§ 1, 2,
eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under
section 78d of this title.

§ 80a–8. Registration of investment companies
(a) Notification of registration; effective date of
registration
Any investment company organized or otherwise created under the laws of the United States

§ 80a–8

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

§ 80a–9

TITLE 15—COMMERCE AND TRADE

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

Page 392

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.
(Aug. 22, 1940, ch. 686, title I, § 8, 54 Stat. 803;
Pub. L. 86–507, § 1(14), June 11, 1960, 74 Stat. 201;
Pub. L. 91–547, § 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 (§ 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 (§ 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, § 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, § 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, §§ 1, 2,
eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under
section 78d of this title.

§ 80a–9. Ineligibility of certain affiliated persons
and underwriters
(a) Persons deemed ineligible for service with investment companies, etc.; investment adviser
It shall be unlawful for any of the following
persons to serve or act in the capacity of employee, officer, director, member of an advisory