Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 38a-1 -- Compliance Procedures and Practices of Certain Investment Companies

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1. Each registered investment company and business development company ("fund") must:



1. Policies and procedures. Adopt and implement written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws by the fund, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the fund;



2. Board approval. Obtain the approval of the fund's board of directors, including a majority of directors who are not interested persons of the fund, of the fund's policies and procedures and those of each investment adviser, principal underwriter, administrator, and transfer agent of the fund, which approval must be based on a finding by the board that the policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws by the fund, and by each investment adviser, principal underwriter, administrator, and transfer agent of the fund;



3. Annual review. Review, no less frequently than annually, the adequacy of the policies and procedures of the fund and of each investment adviser, principal underwriter, administrator, and transfer agent and the effectiveness of their implementation;



4. Chief compliance officer. Designate one individual responsible for administering the fund's policies and procedures adopted under paragraph (a)(1):
   
   1. Whose designation and compensation must be approved by the fund's board of directors, including a majority of the directors who are not interested persons of the fund;
   
   
   
   2. Who may be removed from his or her responsibilities by action of (and only with the approval of) the fund's board of directors, including a majority of the directors who are not interested persons of the fund;
   
   
   
   3. Who must, no less frequently than annually, provide a written report to the board that, at a minimum, addresses:
   
   
   
   1. The operation of the policies and procedures of the fund and each investment adviser, principal underwriter, administrator, and transfer agent of the fund, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review conducted pursuant to paragraph (a)(3) of this rule; and
   
   
   
   2. Each Material Compliance Matter that occurred since the date of the last report; and
   
   
   
   4. Who must, no less frequently than annually, meet separately with the fund's independent directors.
   
   
   
2. Unit investment trusts. If the fund is a unit investment trust, the fund's principal underwriter or depositor must approve the fund's policies and procedures and chief compliance officer, must receive all annual reports, and must approve the removal of the chief compliance officer from his or her responsibilities.



3. Undue influence prohibited. No officer, director, or employee of the fund, its investment adviser, or principal underwriter, or any person acting under such person's direction may directly or indirectly take any action to coerce, manipulate, mislead, or fraudulently influence the fund's chief compliance officer in the performance of his or her duties under this rule.



4. Recordkeeping. The fund must maintain:



1. A copy of the policies and procedures adopted by the fund under paragraph (a)(1) that are in effect, or at any time within the past five years were in effect, in an easily accessible place; and



2. Copies of materials provided to the board of directors in connection with their approval under paragraph (a)(2) of this rule, and written reports provided to the board of directors pursuant to paragraph (a)(4)(iii) of this rule (or, if the fund is a unit investment trust, to the fund's principal underwriter or depositor, pursuant to paragraph (b) of this rule) for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and



3. Any records documenting the fund's annual review pursuant to paragraph (a)(3) of this rule for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place.



5. Definitions. For purposes of this rule:



1. Federal Securities Laws means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a-mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds, and any rules adopted thereunder by the Commission or the Department of the Treasury.



2. A Material Compliance Matter means any compliance matter about which the fund's board of directors would reasonably need to know to oversee fund compliance, and that involves, without limitation:



1. A violation of the Federal Securities Laws by the fund, its investment adviser, principal underwriter, administrator or transfer agent (or officers, directors, employees or agents thereof),



2. A violation of the policies and procedures of the fund, its investment adviser, principal underwriter, administrator or transfer agent, or



3. A weakness in the design or implementation of the policies and procedures of the fund, its investment adviser, principal underwriter, administrator or transfer agent.

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