Summary Table of Contents
Table of Contents
Table of Cases
Table of Statutes
Investment Company Act of 1940
Investment Advisers Act of 1940
Securities Exchange Act of 1934
Table of Regulations
Rules Under Investment Company Act of 1940
Rules Under Investment Advisers Act of 1940
Introduction
Chapter 1
Introduction to Investment Management
A. The Investment Management Industry
B. The Pattern of Investment Management Regulation
Chapter 2
The Investment Advisers Act
A. The Investment Advisers Act: History and Outline
B. The Basic Definition: Who is an Adviser?
C. The Relationship Between Federal and State Law
D. Fiduciary Duty of Advisers
E. Registration and Disclosure Requirements
F. Regulation of Advisers
Chapter 3
What is an Investment Company?
A. Introduction to the Basic Definition
B. Who is an Issuer?
C. Definition of Investment Company by the Nature of Its Business and by the Nature of Its Assets. Section 3(a)(1)(A); Section 3(a)(1)(C)
D. Classification of Investment Companies. Sections 4, 5
Chapter 4
Companies Not Covered by the Investment Company Act
A. Introduction
B. Exceptions for Operating Companies. Section 3(b)
C. “Special Situation” Companies, Venture Capital Companies, and Business Development Companies. Sections 2(a)(48), 54-63
D. Private Investment Companies
E. Banks and Savings and Loan Associations. Section 3(c)(3)
F. Insurance Companies. Section 3(c)(3)
G. Financing, Factoring, and Real Estate Companies. Section 3(c)(5)
H. Charitable Corporations. Section 3(c)(10)
I. Pension Plans. Section 3(c)(11)
Chapter 5
Financial Products Outside the 1940 Act
A. Pools Used to Securitize Financial Assets
B. Offshore Funds
C. Commodity Pools
Chapter 6
Registration and Disclosure
A. Registration Under the Investment Company Act
B. Disclosure: The Prospectus and the Statement of Additional Information
C. Efforts to Enhance Effectiveness of Prospectus Disclosure
D. Electronic Delivery of Disclosure
E. Prospectus Updates
F. Liability for a Misleading Prospectus
G. Advertising
H. Periodic Reporting Requirements
I. Transaction Costs
J. Disclosure of Abusive Trading Practices
K. Confirmation Disclosure / Point of Sale Disclosure
Chapter 7
Fund Management:
The Advisory Function, Fees and Contract Terms
A. Introduction
B. Structuring Advisory Services
C. Regulatory Response to the Potential Conflicts of Interest Posed by the Determination of the Adviser’s Fees
D. The Advisory Contract. Section 15
Chapter 8
Corporate Governance: Fund Directors and Shareholder Voting
A. Introduction
B. Relationship between State Law and the Investment Company Act
C. Composition of the Board. Section 10(a)
D. The Role of the Board
E. Shareholder Voting
F. Proposals for Reform of Corporate Governance Model
Chapter 9
Capital Structure
A. Issuance of Stock. Redeemability. Sections 2(a)(32), 22(c), 22(e). Rule 22c-1
B. Issuance of Senior Securities (e.g., Bonds). Section 18
Chapter 10
The Investment Company as Investor
Introduction
A. Restrictions on Investments of Investment Companies. Section 12
B. Effecting Trades. Restrictions on Relationship with Broker-Dealers and Underwriters. Sections 10, 17(e)
C. The Role of the Investment Company in the Portfolio Company’s Board Room
D. Custody of Investment Company Assets. Section 17(f)
E. Personal Investment Activities of Investment Company Personnel. Section 17(j)
F. Portfolio Managers’ Access to Information
Chapter 11
Distribution of Investment Company Shares
A. Regulation of Sales Loads; Different Methods of Paying for Distribution
B. Retail Price Maintenance
C. Buying Mutual Fund Shares on Margin
D. Exchanging Investment Company Shares
Chapter
12
Protection Against Conflicts of Interests
A. Introduction
B. The Coverage of Section 17
C. Affiliates Acting as Principal. Section 17(a)
D. Conflict of Interest in Joint Transactions. Section 17(d) and Rule 17d-1
E. Conflict of Interest in Agency Transactions. Section 17(e)
F. Conflict of Interest by Underwriters. Section 10(f)
G. Disclosure Regarding Portfolio Managers
H. Conclusion
Chapter 13
Money Market Funds
A. The History of Money Market Funds
B. Regulatory Framework. Rule 2a-7
C. Enforcement
Chapter 14
Unit Investment Trusts
A. Introduction
B. Regulation of UITs
C. 1940 Act Regulation Which Does Not Apply to UITs
Chapter 15
Closed-End Investment Companies
A. Use and Nature of Closed-End Investment Companies
B. Distribution of Closed-End Fund Shares. The Puzzle of Closed-End Investment Companies: Their Shares Sell at a Discount from Their Net Asset Value
C. Proposed Solutions to the Discount Problem
D. Repurchases
E. Capital Structure of Closed-End Investment Companies
F. Hostile Takeovers of Closed-End Investment Companies
Chapter 16
Variable Insurance Products
A. The History and Structure of Variable Insurance Products
B. The Status of Variable Products as Securities
C. The Status of “Mixed” Contracts as Securities
D. The Status of Separate Accounts as Investment Companies
E. 1940 Act Regulation of Variable Products
Chapter 17
Ethical Issues
A. The Investment Management Industry
B. Responsibility of Lawyers for Securities Violations of Their Clients
C. Responsibility of Lawyers to Disclose Clients’ Misdeeds
D. In-House Counsel
E. Behavior of Lawyers Engaged in Non-Lawyering Occupations
F. Investment Managers’ Ethical Issues
G. Issues Regarding Fund Directors