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CROSS-REFERENCE TABLE I

Section-by-section guide to the Investment Company Act of 1940 and the amendatory bill

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3(a).

3(b)(2).

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Change in reference to another statute which has been amended.

Preamble and short title of amendatory bill.

Renumbering of paragraphs..

Definition of "interested person'

Definition of "separate account".

Addition of express requirement of good faith in applications for declarations that applicants
are not investment companies.

Delete superfluous reference.

Renumbering of paragraphs to reflect repeal of sec. 3(c)(4) in 1964 and proposed repeal of
sec. 3(c)(8).

Modification of exclusion for factoring, discounting, and real estate companies.
Clarification of exclusion for public utility holding companies...
Change in reference to another statute which has been amended and to add new exemption for
collective trust funds and separate accounts administered by banks and insurance compa-
nies in connection with pension and profit-sharing plans for employers.
Changes in scope of Commission action against persons serving investment companies.
Substitution of new term "interested person" for present term "affiliated person" in section
relating to composition of investment company board of directors. Delete initial clause as no
longer pertinent.

do.

Substitution of new term "interested person" for present term "affiliated person" in section
relating to composition of investment company board of directors. Delete initial clause as no
longer pertinent. Will also correct inconsistency in statutory text regarding persons pro-
hibited from serving as directors of investment companies.

Adds exemptions for bank collective funds for managing agency accounts which are operated
on a no-load basis, similar to treatment accorded under sec. 10(d) at present for no-load
funds.

Deletion of sales charges in exchange of series shares.

Preventing creation and enlargement of fund holding companies.

Addition of express standard of reasonableness for managerial compensation in investment
company industry and provisions for enforcement of such standard.
Provision for bank custody of investment company cash assets in certain cases..
Provision for custody of assets of bank collective funds for managing agency accounts...
Rulemaking authority with respect to insider trading in investment company portfolio securi-
ties.

Modification of definition of "senior security".

Prohibiting distribution of long-term capital gains more frequently than once a year.

None

26

None

19-20

10-11, 14

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CROSS-REFERENCE TABLE I-Continued

Section-by-section guide to the Investment Company Act of 1940 and the amendatory bill-Continued

Affected section of the Investment Company
Act of 1940

Section of the
amendatory bill

12 (a) and (b).

22 (b) and (c) and adding new 22(b)(2).

Nature of change proposed in amendatory bill

Provision for SEC and NASD rulemaking regarding "excessive" sales loads; deleting reference
to "grossly excessive and unconscionable sales loads"; permitting reasonable compensa-
tion for sales personnel, broker-dealers, and underwriters and reasonable sales loads to in-
vestors.

Deletion of language to conform to proposed language of sec. 6 of the bill..
Permitting banks to engage in certain investment company activities.

Updating reference to Securities Act of 1933 to reflect 1964 amendments thereto..
Improve standards for judicial scrutiny of investment company reorganizations..
Redesignating 26 (b) and (c) and adding new sec. Prohibiting substitution of underlying investments of unit investment trust without SEC
26(b).

12(c).

22(d).

12(d).

Adding new subsec. 22(h)..

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24(d). 25(c).

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27(a)

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approval.

Reducing percentage of investors' payments legally deductible in "front-end load" contractual plans.

Repealing SEC authority to relax requirements of sec. 27(e) in certain cases for smaller invest-
ment companies.

To conform reserve requirements for face-amount certificates to amendments to sec. 27 relat-
ing to contractual plans but only for certificates issued after effective date of sec. 28(i).
Attendance at directors' meetings; selection of accountants by investment companies'
directors.

Transmission to SEC of papers filed in stockholder actions.

Deletion of word "gross" from statutory provisions governing injunctions for breach of fiduciary duties.

Updating statutory reference.

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CROSS-REFERENCE TABLE II

Showing the effect of the amendatory bill on the Investment Advisers Act of 1940 with cross-references to the corresponding sections of the Securities Exchange Act of 1934, as amended by the Securities Acts Amendments of 1964

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CROSS-REFERENCE TABLE III

Showing effect of amendatory bill on Securities Act of 1933

Nature of proposed change in amendatory bill

Add definitions of terms "insurance company" and "separate account". Adding exemption for certain bank common and collective trust funds and insurance company separate accounts.

Updating exemptions for securities issued by savings and loan associations.

Granting jurisdiction to Federal banking authorities over interests or participations in collective trust funds maintained by banks for funding H.R. 10 plans.

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CROSS-REFERENCE TABLE IV

Showing effect of the amendatory bill on the Securities Exchange Act of 1934

Section of the amendatory bill

Affected section of the Securities Exchange Act of 1934

Nature of proposed change in amendatory bill

Adding exemption for certain bank common and collective trust funds and insurance company separate accounts.

"

"

Adding definitions of "investment company," "affiliated person,' "insurance company,"

and "separate account."

"

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Adding exemption for certain bank common and collective trust funds and insurance company separate accounts.

28(d).

12(i).

Granting jurisdiction to Federal banking authorities over interests or participatings in collective trust funds maintained by banks for funding H.R. 10 plans.

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