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Wrap fee programs are an increasingly popular product offered by broker‐dealers and investment managers to their clients. Wrap fee programs present unique issues under both the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Advisers Act”), the two primary bodies of law that govern the product and those who offer and manage it. The regulations and rules under those Acts applicable to wrap fee programs and related interpretive statements made by the SEC staff, however, are wide ranging and have not been provided in a single format. This article attempts to present a comprehensive discussion on the regulation of wrap fee programs, as well as the many compliance issues associated with these programs. The article is delivered in two parts. Part I, presented in this issue, addresses the regulation of wrap fee programs under the Investment Company Act. Part I also begins a review of unique issues arising under the Advisers Act, including registration requirements for wrap fee sponsors and other persons who manage or offer the product to their clients, as well as required contents for wrap fee brochures and related disclosure issues. Part II, which will be presented in the next issue, will discuss additional Advisers Act issues such as suitability, fees and advertising. It also will briefly review issues arising under the Securities Exchange Act of 1934 (“Exchange Act”) and the Employee Retirement Income Security Act of 1974 (“ERISA”).

Part I of this series appeared in the Summer 2002 issue of The Journal of Investment Compliance. It addressed the regulation of wrap fee programs under the Investment Company Act of 1940 (“Investment Company Act”) and the requirements of Rule 3a‐4 thereunder, which must be met so that a wrap fee program is not deemed to be an investment company. Part I also discussed certain issues arising under the Investment Advisers Act of 1940 (“Advisers Act”), including how program sponsors and any third‐party portfolio managers generally are viewed as investment advisers and are subject to the Advisers Act. Part II discusses additional Advisers Act issues such as suitability, fees, and advertising. It also briefly reviews issues arising under the Securities Exchange Act of 1934 (“Exchange Act”) and the Employee Retirement Income Security Act of 1974 (“ERISA”). The information provided in Part II assumes that readers have some basic familiarity with Part I.