No registered investment company shall have a board of directors more than 60 per centum of the members of which are persons who are interested persons of such registered company.
No registered investment company shall-
No registered investment company shall have a majority of its board of directors consisting of persons who are officers, directors, or employees of any one bank (together with its affiliates and subsidiaries) or any one bank holding company (together with its affiliates and subsidiaries) (as such terms are defined in section 1841 of title 12) or any one savings and loan holding company, together with its affiliates and subsidiaries (as such terms are defined in section 1467a of title 12),,1 except that, if on March 15, 1940, any registered investment company had a majority of its directors consisting of persons who are directors, officers, or employees of any one bank, such company may continue to have the same percentage of its board of directors consisting of persons who are directors, officers, or employees of such bank.
Notwithstanding subsections (a) and (b)(2) of this section, a registered investment company may have a board of directors all the members of which, except one, are interested persons of the investment adviser of such company, or are officers or employees of such company, if-
If by reason of the death, disqualification, or bona fide resignation of any director or directors, the requirements of the foregoing provisions of this section or of section 80a-15(f)(1) of this title in respect of directors shall not be met by a registered investment company, the operation of such provision shall be suspended as to such registered company-
No registered investment company shall knowingly purchase or otherwise acquire, during the existence of any underwriting or selling syndicate, any security (except a security of which such company is the issuer) a principal underwriter of which is an officer, director, member of an advisory board, investment adviser, or employee of such registered company, or is a person (other than a company of the character described in section 80a-12(d)(3)(A) and (B) of this title) of which any such officer, director, member of an advisory board, investment adviser, or employee is an affiliated person, unless in acquiring such security such registered company is itself acting as a principal underwriter for the issuer. The Commission, by rules and regulations upon its own motion or by order upon application, may conditionally or unconditionally exempt any transaction or classes of transactions from any of the provisions of this subsection, if and to the extent that such exemption is consistent with the protection of investors.
In the case of a registered investment company which has an advisory board, such board, as a distinct entity, shall be subject to the same restrictions as to its membership as are imposed upon a board of directors by this section.
In the case of a registered management company which is an unincorporated company not having a board of directors, the provisions of this section shall apply as follows:
1So in original.
15 U.S.C. § 80a-10
EDITORIAL NOTES
AMENDMENTS2006-Subsec. (c). Pub. L. 109-351 inserted "or any one savings and loan holding company, together with its affiliates and subsidiaries (as such terms are defined in section 1467a of title 12)," after "1841 of title 12)". 1999-Subsec. (c). Pub. L. 106-102 substituted "bank (together with its affiliates and subsidiaries) or any one bank holding company (together with its affiliates and subsidiaries) (as such terms are defined in section 1841 of title 12), except" for "bank, except". 1975-Subsec. (e). Pub. L. 94-29 inserted reference to provisions of section 80a-15(f)(1) of this title. 1970-Subsec. (a). Pub. L. 91-547, §5(a), struck out introductory text "After one year from the effective date of this subchapter" and substituted "interested persons of such registered company" for "investment advisers of, affiliated persons of an investment adviser of, or officers or employees of, such registered company".Subsec. (b). Pub. L. 91-547, §5(b)(1), struck out introductory text "After one year from the effective date of this subchapter," and substituted "No" for "no". Subsec. (b)(2). Pub. L. 91-547, §5(b)(2), substituted "interested" for "affiliated" in two places.Subsec. (c). Pub. L. 91-547, §5(c), struck out introductory text "After the effective date of this subchapter", substituted "No", ",except that", "had a majority", and "such company" for "no", ":Provided, That", "shall have had a majority", and "such company", respectively, and inserted reference to employees where first appearing.Subsec. (d). Pub. L. 91-547, §5(d), reenacted provisions except for substitution of "interested persons" for "affiliated persons" in introductory text, deletion of "such investment adviser" before "is engaged" in item (2), and substitution of "class of securities" for "class of stock" and "unit" for "share" in two places in item (8).
STATUTORY NOTES AND RELATED SUBSIDIARIES
EFFECTIVE DATE OF 1999 AMENDMENT Amendment by Pub. L. 106-102 effective 18 months after Nov. 12, 1999, see section 225 of Pub. L. 106-102 set out as a note under section 77c of this title.
EFFECTIVE DATE OF 1975 AMENDMENT Amendment by Pub. L. 94-29 effective June 4, 1975, see section 31(a) of Pub. L. 94-29 set out as a note under section 78b of this title.
EFFECTIVE DATE OF 1970 AMENDMENT For effective date of amendment by Pub. L. 91-547 see section 30 (introductory text and pars. (1) and (2)) of Pub. L. 91-547 set out as a note under section 80a-52 of this title.
EXECUTIVE DOCUMENTS
TRANSFER OF FUNCTIONSFor 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.