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 investment company taxable income to stay pass-through.
The whole unit on one sheet: how pooled products are classified, priced, sold, redeemed, and taxed.
What Are the Three Investment Company 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.
How Do Open-End and Closed-End Funds Differ?
| 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 |
Which One-Liners 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.
Which Numbers Matter Most?
| Item | Value |
|---|---|
| Diversification test | 75-5-10 (75% portion only) |
| Max aggregate sales charge | 8.5% of POP; 8.0% without rights of accumulation, 7.75% without quantity discounts, 7.25% without either, and 7.25% if the fund pays a service fee |
| 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 investment company taxable income (a separate 90% gross-income test decides RIC status) |
| 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 |
Which Gotchas Trip Students Up?
- 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, redeeming non-charged shares first, then charged shares first-in-first-out (FIFO); reinvested dividends are typically CDSC-exempt.
- A fund can never claim government backing, federal approval, or FDIC insurance. Banks selling fund shares must disclose the fund is not FDIC-insured.
- 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). The same vote covers converting open-end to closed-end, changing diversified/non-diversified status, or ceasing to be an investment company.
- 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 investment company taxable income. Master the pricing, share classes, and product boundaries and this heavily tested unit answers itself.
Need more than the recap? Read the full Investment Companies and ETFs unit.