Investment Advisory Programs (Investment Company Act Rule 3a-4)

Overview

Rule 3a-4 under the Investment Company Act provides that if the provision of discretionary investment advisory services to multiple clients within a program has the characteristics meeting the requirements set out in the rule, then the program will not be deemed an investment company and the offering of the program will not require registration under the Securities Act, even though the assets of the various clients may be invested substantially in parallel. The rule generally requires that the program be based around each client’s financial situation and investment objectives, and allows each client to restrict the management of that client’s account. Further detail on these requirements is set out in the brief memo under "Know." Numerous "wrap fee" and "mutual fund wrap programs" operate using the safe harbor from investment company registration provided by Rule 3a-4. See the topic page on Wrap Fees.

For a comprehensive list of exemptions and exclusions from registration available to investment companies, see the topic page on Exemptions from Registration under the Investment Company Act.

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