
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 15USC80a-8]

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

(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.

                  Section Referred to in Other Sections

    This section is referred to in sections 78c, 78l, 80a-2, 80a-6, 80a-
7, 80a-13, 80a-42 of this title.
