Securities and Exchange Commission Historical Society
Exhibits
January 2018

The Investment Company Act of 1940 and Investment Company Compliance Course
August 20 - 24, 1979 (Courtesy of James H. Perry

This special exhibit features a 24-videotape "compliance course" produced by the U.S. Securities and Exchange Commission during August 20 - 24, 1979. The series of videos captures then-Director of the Division of Investment Management, Sydney H. Mendelsohn leading SEC staff experts through a discussion of the provisions of the Investment Company Act of 1940 in what Mendelsohn calls, "A walk through the statute."

According to donor James H. Perry* (former Assistant District Administrator in the Fort Worth Regional Office), Mendelsohn had the videotapes made and distributed to each of the SEC's regional offices to be viewed by Investment Company and Investment Adviser examiners and any enforcement staff who were interested.

The videotapes were not directed for use with any public audience. Each video runs from 45-60 minutes in length and covers specific sections of the 1940 Investment Company Act. The 24th tape is of Mendelsohn providing an in-person "report" to the regional offices from headquarters on the activities of the Investment Management Division in the context of the deregulatory climate in Washington at that time.

Originally recorded in Betamax format, these 24 videotapes were preserved and converted to VHS by James Perry, then donated to the SEC Historical Society in 2017.

1980s style TV showing a panel discussion of four people.
SEC Staff: Sydney H. Mendelsohn, R. Michael Parker, Robert J. Holden, Frank M. Morrison

* James H. Perry began his career with the Fort Worth Office of the U.S. Securities and Exchange Commission on September 28, 1969. On November 30, 2003, he was promoted to Assistant District Administrator IC/IA Examinations. Prior to that, he spent 27 years as an IC/IA Branch Chief and 7 years as either an Enforcement Staff Accountant or a Securities Compliance Examiner. He also worked for over two years for the U.S. Treasury Department. Mr. Perry graduated from Baylor University in 1967 with a B.B.A. in Accounting. He retired from the SEC on January 3, 2007.


Video Tapes

Tape #1 - What is an investment company?

Purposes and policy of the Investment Company Act - Section 1(b) Definition of an investment company and the exclusions and exemptions therefrom (Section 3)

SEC Staff: Sydney H. Mendelsohn, Sidney L. Cimmet, Stanley B. Judd, Lawrence R. Bardfeld


Tape #2 - Continuation of Section 3

SEC Staff: Sydney H. Mendelsohn, Sidney L. Cimmet, Stanley B. Judd, Lawrence R. Bardfeld


Tape #3 - Continuation of Section 3(b)(3)

SEC Staff: Sydney H. Mendelsohn, Sidney L. Cimmet, Stanley B. Judd, Lawrence R. Bardfeld


Tape #4 - Continuation of Section 3(b)(3)

SEC Staff: Sydney H. Mendelsohn, Sidney L. Cimmet, Stanley B. Judd, Lawrence R. Bardfeld


Tape #5 - Section 6 of the Investment Company Act

Classifications of investment companies (Section 4)
Subclassification of investment companies (Section 5)

The unregistered investment company:
Prohibitions against unregistered companies (Section 7)
Enforcement of prohibitions (Section 42(e))

SEC Staff: Sydney H. Mendelsohn, Sidney L. Cimmet, Stanley B. Judd, Lawrence R. Bardfeld


Tape #6 - Registration of investment companies:

When is a company a registered company? (Section 8(a))
Registration under the Securiites Act of 1933 (Section 24)

SEC Staff: Sydney H. Mendelsohn, Joel H. Goldberg, W. Burrell Ellis, Anthony A. Vertuno, Jeremiah J. DeMichaelis


Tape #7 - Investment policy recitals and adherence thereto (Sections 8(a) through (d), and Section 13)

SEC Staff: Sydney H. Mendelsohn, Joel H. Goldberg, Anthony A. Vertuno, Jeremiah J. DeMichaelis


Tape #8 - Capital requirements for the public offering of investment company shares (Section 14(a))

Subchapter M Status under IRS Code
Selection and ratification of independent accountants (Section 32)

SEC Staff: Sydney H. Mendelsohn, +Dennis M. Gurtz


Tape #9 - Custodianship and bonding (Section 17(f) and (g)

Unit investment trusts and variable annuities (Sections 26 and 27)

SEC Staff: Sydney H. Mendelsohn, Melville B. (Tim) Cox, Laura Boughan


Tape #10 - Continuation of Section 27 and variable annuities

Management:
Voting securities (Section 18(i))
Voting and proxy solicitation (Section 20)
Election of directors (Section 16)
Ownership reports and short-term profits
(Section 30(f) (closed-end companies)

SEC Staff: Sydney H. Mendelsohn, Jeremiah J. DeMichaelis, Melville B. (Tim) Cox, Laura Boughan


Tape #11 - The sale and repurchase of investment company securities:

Open-end companies and unit trusts (Section 22)
Closed-end companies (Section 23)
Anti-competitive rule (Section 22(d))

SEC Staff: Sydney H. Mendelsohn, Melville B. (Tim) Cox, Richard W. Grant, Joel H. Goldberg


Tape #12 - Affiliated persons (Section 2(a)(3))

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #13 - Continuation of affiliated persons and discussion of interested persons (Section 2(a)(19))

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #14 - Affiliation Limitation (Sections 2(a), 10(a) through (e), and 15(a))

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #15 - Advisory contracts (Sections 15(a) and (c) and Section 205 of the Investment Advisers Act)

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #16 - Continuation of advisory contracts and discussion of underwriting contracts (Sections 15(b) and (c))

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #17 - Affiliated transactions:

Sales, purchases, and loans to or from the company (Section 17(a))
Exemptions and exceptions (Sections 17(b) and (c)) Joint transactions (Section 17(d))

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #18 - Continuation of Section 17(d)

Compensation
Give-ups and Reciprocal Business (Section 17(e))

Prohibition against investment company purchasing from or through affiliated underwriters (Section 10(f))

SEC Staff: Sydney H. Mendelsohn, Arthur J. Brown, Glen A. Payne, Houghton Hallock, Jr., Mark B. Goldfus


Tape #19 - Limitations of activities of investment companies

Distribution (Section 12(b))
Investment restrictions (Sections 12(c) through (g))

SEC Staff: Sydney H. Mendelsohn, Richard W. Grant, Gene A. Gohlke


Tape #20 - Continuation of investment restrictions (Sections 12(d) through (g)

Margin, short sales (Section 12(a))
Senior securities (Section 18)

SEC Staff: Sydney H. Mendelsohn, Richard W. Grant, Arthur J. Brown, Gene A. Gohlke


Tape #21 - Records of investment companies:

What records must be maintained (Section 31(c) authorization) (Rules 31a-l, 2 and 3)

SEC Staff: Sydney H. Mendelsohn, R. Michael Parker, Robert J. Holden, Frank M. Morrison


Tape #22 - Continuation of record requirements

How long must records be maintained (Section 31(a))
Determining net asset value (Section 2(a)(41) and Rule 2a-4)

SEC Staff: Sydney H. Mendelsohn, R. Michael Parker, Robert J. Holden, Frank M. Morrison


Tape #23

Ineligible persons (Section 9)
Nonfeasance of directors (Section 36)
Larceny and embezzlement (Section 37)

Commission's authority to inspect and investigate
Power to inspect (Section 31(b))
Power to investigate (Sections 42(a) through (d))
Validity of contracts (Section 47)

Enforcement of Act:
Civil: breach of fiduciary duties (Section 36)
Administrative
Criminal

SEC Staff: Sydney H. Mendelsohn, Frank M. Morrison, Michael Berenson


Tape #24 - Report to Regional Offices

SEC Staff: Sydney H. Mendelsohn


More Highlights from the Museum and Archive

Papers

1967-1999
image PDF
February 13, 1980
image pdf (courtesy of James H. Perry)

Photos

1979

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