Investment Company Act Rules
 
Rule 0-1 Definition of Terms Used in this Part
(a) As used in the rules and regulations prescribed by the
Commission pursuant to the Investment Company Act of 1940, unless the
context otherwise requires:
(1) The term Commission means the Securities and Exchange
Commission.
(2) The term act means the Investment Company Act of 1940.
(3) The term section refers to a section of the act.
(4) The terms rule and regulations refer to the rules and
regulations adopted by the Commission pursuant to the Act, including the
forms for registration and reports and the accompanying instructions
thereto.
(5) The term administrator means any person who provides significant
administrative or business affairs management services to an investment
company.
(6)(i) A person is an independent legal counsel with respect to the
directors who are not interested persons of an investment company
(''disinterested directors'') if: (A) A majority of the disinterested directors reasonably determine
in the exercise of their judgment (and record the basis for that
determination in the minutes of their meeting) that any representation
by the person of the company's investment adviser, principal
underwriter, administrator (''management organizations''), or any of
their control persons, since the beginning of the fund's last two
completed fiscal years, is or was sufficiently limited that it is
unlikely to adversely affect the professional judgment of the person in
providing legal representation to the disinterested directors; and
(B) The disinterested directors have obtained an undertaking from
such person to provide them with information necessary to make their
determination and to update promptly that information when the person
begins to represent, or materially increases his representation of, a
management organization or control person.
(ii) The disinterested directors are entitled to rely on the
information obtained from the person, unless they know or have reason to
believe that the information is materially false or incomplete. The
disinterested directors must re-evaluate their determination no less
frequently than annually (and record the basis accordingly), except as
provided in paragraph (iii) of this section.
(iii) After the disinterested directors obtain information that the
person has begun to represent, or has materially increased his
representation of, a management organization (or any of its control
persons), the person may continue to be an independent legal counsel,
for purposes of paragraph (a)(6)(i) of this section, for no longer than
three months unless during that period the disinterested directors make
a new determination under that paragraph.
(iv) For purposes of paragraphs (a)(6)(i)-(iii) of this section:
(A) The term person has the same meaning as in section 2(a)(28) of
the Act (15 U.S.C. 80a-2(a)(28)) and, in addition, includes a partner,
co-member, or employee of any person; and
(B) The term control person means any person (other than an
investment company) directly or indirectly controlling, controlled by,
or under common control with any of the investment company's management
organizations.
(7) Fund governance standards. The board of directors of an
investment company (''fund'') satisfies the fund governance standards
if:
(i) At least seventy-five percent of the directors of the fund are
not interested persons of the fund (''disinterested directors'') or, if
the fund has three directors, all but one are disinterested directors;
(ii) The disinterested directors of the fund select and nominate any
other disinterested director of the fund;
(iii) Any person who acts as legal counsel for the disinterested
directors of the fund is an independent legal counsel as defined in
paragraph (a)(6) of this section;
(iv) A disinterested director serves as chairman of the board of
directors of the fund, presides over meetings of the board of directors
and has substantially the same responsibilities as would a chairman of a
board of directors;
(v) The board of directors evaluates at least once annually the
performance of the board of directors and the committees of the board of
directors, which evaluation must include a consideration of the
effectiveness of the committee structure of the fund board and
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the number of funds on whose boards each director serves;
(vi) The disinterested directors meet at least once quarterly in a
session at which no directors who are interested persons of the fund are
present; and
(vii) The disinterested directors have been authorized to hire
employees and to retain advisers and experts necessary to carry out
their duties.
(b) Unless otherwise specifically provided, the terms used in the
rules and regulations in this part shall have the meaning defined in the
Act. The terms ''EDGAR,'' ''EDGAR Filer Manual,'' ''electronic filer,''
''electronic filing,'' ''electronic format,'' ''electronic submission,''
''paper format,'' and ''signature'' shall have the meanings assigned to
such terms in Regulation S-T--General Rules for Electronic Filings (Part
232 of this chapter).
(c) A rule or regulation which defines a term without express
reference to the act or to the rules and regulations, or to a portion
thereof, defines such terms for all purposes as used both in the act and
in the rules and regulations in this part, unless the context otherwise
requires.
(d) Unless otherwise specified or the context otherwise requires,
the term ''prospectus'' means a prospectus meeting the requirements of
section 10(a) of the Securities Act of 1933 as amended.
(e) Definition of separate account and conditions for availability
of exemption under Sec. Sec. 270.6c-6, 270.6c-7, 270.6c-8, 270.11a-2,
270.14a-2, 270.15a-3, 270.16a-1, 270.22c-1, 270.22d-3, 270.22e-1,
270.26a-1, 270.26a-2, 270.27a-1, 270.27a-2, 270.27a-3, 270.27c-1, and
270.32a-2 of this chapter.
(1) As used in the rules and regulations prescribed by the
Commission pursuant to the Investment Company Act of 1940, unless
otherwise specified or the context otherwise requires, the term
''separate account'' shall mean an account established and maintained by
an insurance company pursuant to the laws of any state or territory of
the United States, or of Canada or any province thereof, under which
income, gains and losses, whether or not realized, from assets allocated
to such account, are, in accordance with the applicable contract,
credited to or charged against such account without regard to other
income, gains or losses of the insurance company and the term ''variable
annuity contract'' shall mean any accumulation or annuity contract, any
portion thereof, or any unit of interest or participation therein
pursuant to which the value of the contract, either prior or subsequent
to annuitization, or both, varies according to the investment experience
of the separate account in which the contract participates.
(2) As conditions to the availability of exemptive Rules 6c-6, 6c-7,
6c-8, 11a-2, 14a-2, 15a-3, 16a-1, 22c-1, 22d-3, 22e-1, 26a-1, 26a-2,
27a-1, 27a-2, 27a-3, 27c-1, and 32a-2, the separate account shall be
legally segregated, the assets of the separate account shall, at the
time during the year that adjustments in the reserves are made, have a
value at least equal to the reserves and other contract liabilities with
respect to such account, and at all other times, shall have a value
approximately equal to or in excess of such reserves and liabilities;
and that portion of such assets having a value equal to, or
approximately equal to, such reserves and contract liabilities shall not
be chargeable with liabilities arising out of any other business which
the insurance company may conduct. | 
