What is Section 17 A )( 1 of the Investment Company Act?
Section 17(a) of the Act prohibits a subadviser that is an affiliated person of a fund from borrowing money or other property from, or selling or buying securities or other property to or from, the fund or any company that the fund controls.21 We proposed new rule 17a-10 to permit (i) a subadviser of a fund to enter ...
Subsection 17(d) makes unlawful the effecting of "any transaction" involving joint participation with affiliated investment companies or companies controlled by them "in contravention of such rules and regulations as the Commission may prescribe for the purpose of limiting or preventing participation by such registered ...
Section 17(a)(1) of the Securities Act prohibits, in the offer or sale of securities, the use, with scienter, of any device, scheme or artifice to defraud.
(a) The transaction is a purchase or sale, for no consideration other than cash payment against prompt delivery of a security for which market quotations are readily available; (b) The transaction is effected at the independent current market price of the security.
Rule 17e–1 also requires the fund to (i) maintain permanently a written copy of the procedures adopted by the board for complying with the requirements of the rule; and (ii) maintain for a period of six years, the first two in an easily accessible place, a written record of each transaction subject to the rule, setting ...
Rule 17a–7 requires funds to keep various records in connection with purchase or sale transactions effected in reliance on the rule. The rule requires the fund's board of directors to establish procedures reasonably designed to ensure that the rule's conditions have been satisfied.
Jurisdiction. The Investment Company Act applies to all investment companies, but exempts several types of investment companies from the act's coverage. The most common exemptions are found in Sections 3(c)(1) and 3(c)(7) of the act and include hedge funds.
First, Section 17(a)(2) applies "in the offer or sale of any securities," while Rule lOb-5(b) applies "in connection with the purchase or sale of any security." Second, Section 17(a)(2) includes the element "to obtain money or property," while Rule lOb-5(b) does not.
Section 5 prohibits the sale of unregistered securities. See 15 USC 77e. The penalty is a maximum of five years federal prison.
Section 17 is broader than Section 10(b) and Rule 10b-5 because claims under Section 17(a)(2) and (a)(3) may be based on negligent conduct, while all Rule 10b-5 claims require proof of scienter. On the other hand, Section 17 is narrower than Rule 10b-5 because it does not allow for private rights of action.
What is an affiliate under the Investment Company Act?
“Affiliated person” of another person means (A) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person; (B) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly ...
Rule 17e-1 governs the receipt of compensation by a broker affiliated with a registered investment company in connection with securities transactions by the investment company.
Section 2(a)(3) of the 1940 Act defines an “affiliated person” of another person as: (A) any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other person; (B) any person 5% or more of whose outstanding voting securities are ...
Rule 17j-1 under the 1940 Act makes it unlawful for investment company personnel and other “Access Persons” to engage in “fraudulent, deceptive or manipulative” practices in connection with their personal transactions in securities when those securities are held or to be acquired by an investment company.
Rule 17a-4(i) under the Exchange Act requires that a third party that prepares or maintains the records of a broker-dealer (including a broker-dealer also registered as an SBSD or MSBSP) file a written undertaking wherein the third party agrees, among other things, to permit the examination of the firm's records by ...
In accordance with the Investment Company Act of 1940, investment companies must register with the SEC before they can offer their securities in the public market. The Act also lays out the steps an investment company is required to take during this registration process.
§ 270.17a-8 Mergers of affiliated companies. (a) Exemption of affiliated mergers. A Merger of a registered investment company (or a series thereof) and one or more other registered investment companies (or series thereof) or Eligible Unregistered Funds is exempt from sections 17(a)(1) and (2) of the Act (15 U.S.C.
Under rule 17f-7, funds or their advisers will bear the cost of evaluating the information provided by global custodians and making decisions regarding the continued use of a depository (and in this respect, continued investment in the country where the depository is located).
Section 12D-1, under the Investment Company Act of 1940, restricts investment companies from investing in one another. The rule was enacted to prevent fund of funds arrangements from one fund acquiring control of another fund to benefit its investors at the expense of the shareholders of the acquired fund.
A company whose total assets (exclusive of government securities and cash items) comprise at least 40% “investment securities” (which is more broadly defined under the 1940 Act than “securities” are defined under the Securities Act of 1933).
How to determine if a company is a registered investment company?
Securities. EDGAR (Electronic Data Gathering, Analysis and Retrieval), The SEC's database provides free public access to corporate information. The system allows you to research a company's activities, registration statements, prospectuses, and periodic reports, which include financial statements.
The phrases “non-U.S. fund” and “non-U.S. investment company” as used in this article refer to an issuer formed under the laws of a non-U.S. jurisdiction that meets the Investment Company Act's definition of an investment company. exception is Section 3(c)(1) of the Investment Company Act.
Rule 17a-3(a)(17) requires that the firm periodically furnish account record information to the customer.
Exchange Act Rule 17a-8 requires broker-dealers registered with the Commission to comply with the reporting, record-keeping, and record retention requirements of the BSA. The failure to file a SAR as required by the SAR Rule is a violation of Section 17(a) of the Exchange Act and Rule 17a-8 thereunder.
Pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934, it is unlawful for a transfer agent to perform any transfer agent function with respect to any qualifying security unless that transfer agent is registered with its appropriate regulatory authority ("ARA").
References
- https://www.lexology.com/library/detail.aspx?g=fc1b1628-3e95-43b1-ba45-cef0fbe686cf
- https://www.oracle.com/ng/erp/cfo/cao-vs-controller/
- https://codes.findlaw.com/us/title-17-copyrights/17-usc-sect-501/
- https://www.ixambee.com/questions/commerce-and-accounts/accounts/320363
- https://www.investopedia.com/terms/i/investmentcompanyact.asp
- https://quizlet.com/388427001/securities-exchange-act-of-1934-flash-cards/
- https://www.federalregister.gov/documents/2023/03/21/2023-05766/cybersecurity-risk-management-for-investment-advisers-registered-investment-companies-and-business
- https://www.sec.gov/info/smallbus/secg/jobs-act-section-12g-small-business-compliance-guide
- https://www.shearman.com/-/media/files/old-site-files/investmentcompanyactstatusofnonusissuers_if_032312.pdf
- https://ico.org.uk/for-organisations/foi/freedom-of-information-and-environmental-information-regulations/section-16-advice-and-assistance/
- https://omb.report/omb/3235-0217
- https://www.sec.gov/files/forms-3-4-5.pdf
- https://www.investopedia.com/terms/s/sec-form-19b-4.asp
- https://www.sec.gov/investment/divisionsinvestmentiaregulationmemoiahtm
- https://www.investopedia.com/terms/t/tax_exempt_security.asp
- https://www.sec.gov/litigation/admin/33-7885
- https://www.bevilacquapllc.com/mid-stream-maneuvers-why-you-cant-add-a-crowdfunding-vehicle-to-your-ongoing-reg-cf-offering/
- https://www.law.cornell.edu/cfr/text/17/270.17a-8
- https://www.govinfo.gov/content/pkg/CFR-2010-title17-vol3/pdf/CFR-2010-title17-vol3-sec270-3c-1.pdf
- https://en.wikipedia.org/wiki/Investment_Company_Act_of_1940
- https://www.law.cornell.edu/wex/securities_exchange_act_of_1934
- https://www.irs.gov/charities-non-profits/charitable-organizations/exempt-purposes-internal-revenue-code-section-501c3
- https://learn.angellist.com/articles/accredited-investors-vs-qualified-purchasers
- https://www.sec.gov/investment/im-guidance-2014-12.pdf
- https://www.law.cornell.edu/cfr/text/17/240.16a-11
- https://omb.report/omb/3235-0504
- https://www.sec.gov/files/rules/ia/2019/ia-5110.pdf
- https://www.clearygottlieb.com/-/media/files/investment-company-act-status-of-nonus-issuersupdated-commentary-on-bookentry-deposit-procedures-und.pdf
- https://www.wowlw.com/Article/Index/143
- https://www.law.cornell.edu/cfr/text/17/230.144A
- https://www.americanbar.org/groups/business_law/resources/business-law-today/2020-august/repeal-or-amend-section-16-b/
- https://www.sec.gov/divisions/investment/noaction/ici111004.htm
- https://sao.wa.gov/bars-annual-filing/bars-gaap-manual/reporting/fund-financial-statements/proprietary-funds-financial-statements
- https://www.smarsh.com/regulations/investment-company-act-of-1940/
- https://www.dechert.com/knowledge/onpoint/2023/10/clos-and-rule-3a-7---a-port-in-uncertain-regulatory-seas-.html
- https://carta.com/learn/private-funds/regulations/qualified-purchaser/
- https://uscode.house.gov/view.xhtml?req=%28%22cross+reference%22%29+AND+%28%28title%3A%2826%29%29%29+AND+body%3A%28
- https://www.investopedia.com/terms/1/3c1.asp
- https://www.willkie.com/publications/2004/01/sec-adopts-final-rules-on-compliance-programs-fo__
- https://www.sec.gov/rules/2003/06/certification-management-investment-company-shareholder-reports-and-designation
- https://www.moonfare.com/blog/accredited-investor-vs-qualified-purchaser
- https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFRb2e3d441a9eedff/section-240.21F-17
- https://wow.lw.com/Article/Index/129
- https://www.ici.org/doc-server/pdf%3Abro_mf_directors.pdf
- https://www.sec.gov/corpfin/cf-manual/topic-3
- https://www.investopedia.com/terms/p/privateinvestmentfund.asp
- https://www.law.cornell.edu/cfr/text/17/240.10b-5
- https://omb.report/icr/202002-3235-016
- https://www.sec.gov/spotlight/hedgefunds/hedge-vaughn.htm
- https://core.ac.uk/download/pdf/144223005.pdf
- https://www.sullivanlaw.com/viewpoints/sec-adopts-amendments-to-the-investment-company-names-rule-rule-35d-1
- https://www.sec.gov/files/rules/concept/1992/ic-19105.pdf
- https://scholarship.law.upenn.edu/cgi/viewcontent.cgi?referer=&httpsredir=1&article=5272&context=penn_law_review
- https://www.law.cornell.edu/rules/frcrmp/rule_16
- https://www.investor.gov/introduction-investing/investing-basics/glossary/rule-504-regulation-d
- https://www.lawinsider.com/dictionary/distribution-notice
- https://inside.com/glossary/numbers/3c7-fund
- https://www.law.cornell.edu/wex/securities_act_of_1933
- https://www.govinfo.gov/content/pkg/CFR-2012-title17-vol3/pdf/CFR-2012-title17-vol3-sec240-3b-7.pdf
- https://www.investopedia.com/terms/f/form4.asp
- https://www.workiva.com/blog/4-types-financial-statements
- https://udel.edu/~pollack/Acct351/handouts/Section%2016%20of%20the%201934%20Securities%20Exchange%20Act%20of%201934.pdf
- https://www.law.cornell.edu/cfr/text/17/270.17a-7
- https://www.occ.treas.gov/news-issuances/news-releases/2005/nr-ia-2005-96a.pdf
- https://www.sec.gov/corpfin/universal-proxy-secg
- https://www.sec.gov/rules/2003/02/custody-investment-company-assets-a-securities-depository
- https://www.strictlybusinesslawblog.com/2017/09/21/3c1-funds-vs-3c7-funds/
- https://www.sec.gov/divisions/marketreg/mr-noaction/2020/finra-051320-19b1.pdf
- https://www.sec.gov/divisions/marketreg/mrtransfer
- https://www.dfinsolutions.com/knowledge-hub/thought-leadership/knowledge-resources/what-is-section-16-filing
- https://www.saflii.org/content/rule16a.html
- https://www.sec.gov/files/rules/other/2020/ic-33817.pdf
- https://www.investor.gov/introduction-investing/getting-started/researching-investments/ask-and-check
- https://www.publicchatter.com/2023/01/how-many-executive-officers-should-a-company-have/
- https://www.keker.com/news/news-items/Section-17-a-of-the-Securities-Act-of-1933-Unanswered-Questions-
- https://www.federalregister.gov/documents/2022/01/13/2022-00582/proposed-collection-comment-request-extension-rule-17e-1
- https://www.law.cornell.edu/cfr/text/17/230.506
- https://www.perkinscoie.com/en/news-insights/investment-company-status-considerations-for-cash-positioning-in-wake-of-bank-failures.html
- https://assets.ey.com/content/dam/ey-sites/ey-com/en_us/topics/assurance/accountinglink/ey-tl10949-201us-04-06-2023_.pdf?download
- https://dart.deloitte.com/USDART/home/accounting/sec/sec-material-supplement/frequently-requested-accounting-financial-reporting-interpretations/iii-guidance-about-financial-statement-requirements
- https://digitalcommons.law.uidaho.edu/cgi/viewcontent.cgi?article=1288&context=faculty_scholarship
- https://content.next.westlaw.com/Glossary/PracticalLaw/I03f4da99eee311e28578f7ccc38dcbee
- https://www.schwab.com/learn/story/3-financial-statements-to-measure-companys-strength
- https://www.investopedia.com/terms/1/3c7.asp
- https://www.federalcriminallawyer.us/securities-fraud/
- https://www.irs.gov/pub/irs-tege/eotopico82.pdf
- https://bookstore.gpo.gov/catalog/cfr-title-17-commodity-securities-exchanges
- https://lawblogs.uc.edu/sld/the-deskbook-table-of-contents/the-securities-acts-statutory-law/the-investment-company-act-of-1940-15-usc-%C2%A7-80a-1-et-seq/rules-and-regulations-promulgated-under-the-investment-company-act-of-1940-17-cfr-part-270/
- https://www.sec.gov/rules/2000/04/custody-investment-company-assets-outside-united-states
- https://www.chapman.com/insights-sfi-37
- https://www.sec.gov/education/glossary/jargon-a-z
- https://www.federalregister.gov/documents/2023/09/07/2023-19252/proposed-collection-comment-request-extension-rule-17a-7
- https://www.govinfo.gov/content/pkg/COMPS-1885/pdf/COMPS-1885.pdf
- http://www.columbia.edu/~hcs14/IC3.htm
- https://www.cadwalader.com/resources/clients-friends-memos/sec-adopts-dodd-frank-act-investment-adviser-rules-and-delays-implementation-of-some-deadlines
- https://www.toppanmerrill.com/glossary/sec-section-16-forms-3-4-5/
- https://www.sec.gov/investment/im-guidance-2017-03.pdf
- https://www.sec.gov/litigation/admin/33-7756
- https://www.investopedia.com/ask/answers/011915/what-kind-financial-reporting-requirements-does-gaap-set-out.asp
- https://www.investopedia.com/terms/s/section-16.asp
- https://saintinvestment.com/blog/what-is-a-3c1-hedge-fund/
- https://www.lawinsider.com/dictionary/section-16-officer
- https://www.sec.gov/rules/2001/10/books-and-records-requirements-brokers-and-dealers-under-securities-exchange-act-1934
- https://natlawreview.com/article/sec-proposes-new-cybersecurity-rules-investment-advisers-and-investment-companies?amp
- https://nces.ed.gov/pubs2009/fin_acct/chapter5_1.asp
- https://www.tsu.edu/academics/colleges-and-schools/jesse-h-jones-school-of-business/pdf/fin-risk-and-returns.pdf
- https://www.sec.gov/files/litigation/admin/2023/34-98605.pdf
- https://www.nb.com/en/us/closed-end-funds-19a1-notices
- https://www.federalregister.gov/documents/2023/05/03/2023-09333/self-regulatory-organizations-nyse-american-llc-notice-of-designation-of-a-longer-period-for
- https://www.investopedia.com/terms/s/section12d-1-limit.asp
- https://www.law.cornell.edu/wex/regulation_s-x
- https://www.sec.gov/divisions/investment/guidance/im-guidance-2013-11.pdf
- https://www.federalregister.gov/documents/2023/10/17/2023-22818/proposed-collection-comment-request-extension-rule-19a-1
- https://www.willkie.com/publications/2003/02/sec-issues-final-rules-on-certification-of-inves__
- https://www.sec.gov/investment/fast-answers/divisionsinvestmentinvcoreg121504
- https://www.sec.gov/investment/amendments-electronic-recordkeeping-requirements-broker-dealers
- https://www.dpimc.com/assets/files/e/dnpmanageddistributionplan-qa.pdf
- https://www.paulhastings.com/insights/client-alerts/sec-reporting-obligations-under-section-13-and-section-16-of-the-exchange
- https://www.investopedia.com/terms/s/seact1934.asp
- https://www.law.cornell.edu/uscode/text/15/80a-2
- https://www.investopedia.com/terms/t/tax-exempt-sector.asp
- https://www.hklaw.com/-/media/files/insights/publications/2021/12/checkpoints-the-consequences-of-crossing-various-ownership-thresholds.pdf?la=it
- https://www.sec.gov/Archives/edgar/data/1597219/000119312514060646/d667780dex99r1.htm
- https://www.archives.gov/federal-register/cfr/subject-title-03.html
