Quick Answer
The Investment Company Act of 1940 defines three types: face-amount certificate companies, unit investment trusts (UITs), and management companies (open-end and closed-end). Open-end funds forward-price at net asset value (NAV); closed-end funds trade at market price. Sales charges cap at 8.5% of the public offering price (POP), and funds distribute 90% of net investment income to stay pass-through.
The whole unit on one sheet: how pooled products are classified, priced, sold, redeemed, and taxed.
Classify First: The Three Types
- Face-amount certificate company: issues debt certificates at a discount paying a fixed amount at maturity. Rarely tested; virtually nonexistent today.
- Unit investment trust (UIT): issues redeemable units (not shares) in a fixed portfolio; no board of directors, no investment adviser, no active management; set termination date.
- Management company: actively managed with a board and adviser. Splits into open-end (mutual funds) and closed-end funds.
- Diversified requires the 75-5-10 test: 75% of assets in other issuers/government/cash, no more than 5% in one issuer, no more than 10% of one issuer's voting securities (limits apply to the 75% portion only). Fail it and the fund is non-diversified.
Open-End vs. Closed-End
| Feature | Open-End (Mutual Fund) | Closed-End |
|---|---|---|
| Shares | Continuously issued and redeemed | Fixed number, issued once at initial public offering (IPO) |
| Pricing | Forward-priced at NAV | Market price (supply and demand) |
| Premium/discount | Always transacts at NAV plus any load | Frequently a premium or discount (most trade at a discount) |
| Leverage | Generally cannot issue senior securities | May issue debt (300% coverage) or preferred stock (200% coverage) |
| Buy/sell | Through the fund | On the secondary market through a broker |
The One-Liners That Win Points
- UITs issue units, not shares, and have a set termination date; a fixed passive portfolio with no rebalancing is a UIT, not an index fund.
- Open-end = NAV; closed-end = market price. Only closed-end funds trade at a premium or discount.
- Interval fund is technically a closed-end fund: periodic repurchase offers of 5% to 25% of shares, typically quarterly, not exchange-listed.
- POP = NAV + sales charge. Sales charge is always a percentage of POP, never NAV. Back-solve with POP = NAV / (1 - sales charge %).
- Only Class A shares get breakpoints. Class B (back-end load / contingent deferred sales charge, CDSC) converts to Class A after 6-8 years; Class C is level-load, best short-to-medium term.
- Money market funds hold a stable $1.00 NAV and seek preservation, not growth.
- ETFs trade intraday and are not forward-priced; leveraged and inverse ETFs are short-term trading only.
Numbers to Lock In
| Item | Value |
|---|---|
| Diversification test | 75-5-10 (75% portion only) |
| Max front-end sales charge | 8.5% of POP (needs breakpoints, rights of accumulation, and reinvestment at NAV) |
| 12b-1 fee cap | 1.00% total (0.75% distribution + 0.25% service) |
| "No-load" 12b-1 ceiling | 0.25% |
| Redemption payment | within 7 calendar days |
| Regulated investment company distribution | at least 90% of net investment income |
| Letter of intent (LOI) window | 13 months, backdate up to 90 days |
| Closed-end asset coverage | 300% debt / 200% preferred stock |
| ETF creation unit | typically 50,000 shares |
| Interval fund repurchase | 5% to 25% of shares |
Top Gotchas
- Sales charge is computed on POP, not NAV. A "5% load" means 5% of POP; using NAV gives wrong answers.
- A fund exchange within a family is a taxable event, even when no new sales charge applies.
- CDSC is calculated on the lesser of purchase price or current NAV, using first-in-first-out (FIFO); reinvested dividends are typically CDSC-exempt.
- Class B to Class A conversion is not a taxable event.
- Redemption proceeds are paid within 7 calendar days, not business days.
- A mutual fund investor can owe capital gains tax without selling a share; ETFs avoid this through in-kind creation/redemption, so only authorized participants transact with the sponsor.
- Long-term capital gains distributions get long-term rates regardless of how long the investor held the shares; short-term gains distributions are ordinary income.
- Changing fundamental policies needs a shareholder vote by a "majority" (lesser of 67% of shares present or more than 50% of outstanding).
- Exchange-traded notes (ETNs) are unsecured bank debt, not registered investment companies; the defining risk is issuer credit risk.
- Mutual fund shares cannot be bought on margin or sold short; the fund itself cannot short or trade on margin even when its ETF shares can.
One-Breath Recap
Three types under the Investment Company Act of 1940: face-amount certificate companies, unit investment trusts, and management companies that split into open-end funds priced forward at net asset value and closed-end funds priced by the market. Sell within an 8.5% public-offering-price load using breakpoints, letters of intent, and rights of accumulation, redeem at net asset value within seven calendar days, and keep pass-through status by distributing at least 90% of net investment income. Master the pricing, share classes, and product boundaries and this heavily tested unit answers itself.
Need more than the recap? This is a condensed summary. If it is not enough, read the full Investment Companies and ETFs unit for the complete lesson.