§ 519. Acquisition of control of investment companies. 1. Subject to
such regulations as the superintendent may prescribe, prior to the
acquisition of control of an investment company by means of the
acquisition of the capital stock or equity interests in such investment
company or in any company which directly or indirectly controls such
investment company, the acquiring company shall make written application
to the superintendent for permission to acquire such control. Such
application shall be in such form and shall contain such information as
the superintendent may require and such applicant, at the time of making
such application, shall pay to the superintendent an investigation fee
as prescribed pursuant to section eighteen-a of this chapter.

The superintendent shall disapprove the proposed exercise of control
of an investment company if, after notice to and an opportunity to be
heard by the applicant and such investment company, he finds the
acquisition of control therein contrary to law or determines that
disapproval is reasonably necessary to protect the interests of the
people of this state. In making such determination, the superintendent
shall only consider (a) whether the character, responsibility and
general fitness of the company which seeks to control such investment
company are such as to command confidence and warrant belief that the
business of such investment company will be honestly and efficiently
conducted in a manner consistent with the public interest, the interests
of depositors and creditors of such investment company, and (b) whether
the exercise of control may impair the safe and sound conduct of the
business of such investment company, the conservation of its assets or
public confidence in its business. Unless the superintendent shall have
denied such application in writing within ninety days of the filing
thereof, or shall have advised the applicant in writing before the
expiration of ninety days of his determination to extend such period an
additional sixty days, such application shall be deemed approved.

As used in this subdivision one, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether by means
of the ownership of the voting stock or equity interests of such person
or of one or more persons controlling such person, by means of a
contractual arrangement, or otherwise. Control shall be presumed to
exist if any company, directly or indirectly, owns, controls or holds
with the power to vote ten per centum or more of the voting stock of any
investment company or of any company which owns, controls or holds with
power to vote ten per centum or more of the voting stock of such
investment company, but no person shall be deemed to control an
investment company solely by reason of his being an officer or director
of such investment company. The superintendent may in his discretion,
upon the application of an investment company or any company which,
directly or indirectly, owns, controls or holds with power to vote or
seeks to own, control or hold with power to vote any voting stock of
such investment company, determine whether or not the ownership, control
or holding of such voting stock constitutes or would constitute control
of such investment company for purposes of this section.

The provisions of this subdivision shall not apply to (1) a company
which has submitted a plan of acquisition to the superintendent pursuant
to subdivision two of this section or (2) any action taken pursuant to
article thirteen of this chapter.

2. Any company, whether or not it is in control of the business of an
investment company as provided in subdivision one of this section, which
desires to acquire all, or substantially all of the capital stock of an
investment company shall, together with such investment company, submit
in duplicate to the superintendent a written plan of acquisition of such
stock together with such other information as the superintendent may
determine. Such plan shall be in form satisfactory to the
superintendent, shall specify each investment company the stock of which
is to be acquired by the company and shall prescribe the terms and
conditions of the acquisition and the mode of carrying it into effect,
including the manner of exchanging the shares of the investment company
for shares or other securities or cash of the company. Any such plan may
provide for the payment of cash in lieu of the issuance of fractional
shares of the company.

At the time of submission to the superintendent of the written plan of
acquisition of stock, an investigation fee as prescribed pursuant to
section eighteen-a of this chapter shall be paid to the superintendent.

There shall be submitted, in duplicate, to the superintendent with the
plan of acquisition of stock, a certificate of the president or
secretary of the company, certifying that such plan has been approved by
the board of directors or other governing body of his company by a
majority vote of all the members thereof, and a certificate of the
president, secretary or cashier of the investment company, the
acquisition of all the capital stock of which is provided for,
certifying that such plan has been approved by the board of directors of
his corporation by a majority vote of all the members thereof, and that
such plan was thereafter submitted to the stockholders of such
corporation at a meeting thereof held upon notice of at least fifteen
days, specifying the time, place and object of such meeting and
addressed to each stockholder at the address appearing upon the books of
the corporation and published at least once a week for two successive
weeks in one newspaper in the county in which such corporation has its
principal place of business and that such plan has been approved at such
meeting by the vote of the stockholders owning at least two-thirds in
amount of the stock of such corporation.

The superintendent shall approve or disapprove of a proposed plan of
acquisition within one hundred twenty days after the submission of such
plan of acquisition to him, and in determining whether or not to approve
any such plan the superintendent shall take into consideration the
declaration of policy contained in section ten of this chapter. If the
superintendent shall approve such plan of acquisition, the
superintendent shall file the plan, together with such certificates and
the original of the approval of the superintendent, in the office of the
superintendent. Upon such filing in the office of the superintendent the
plan, and the acquisitions provided for therein, shall become effective,
unless a later date is specified in the plan, in which event the plan
and such acquisitions shall become effective upon such later date.

Any stockholder of any such corporation, entitled to vote on such plan
of acquisition, who does not assent thereto shall, subject to and by
complying with section six thousand twenty-two of this chapter, have the
right to receive payment of the fair value of his shares and the other
rights and benefits provided by such section.

The provisions of this subdivision shall not apply to any action taken
pursuant to article thirteen of this chapter.

3. For a period of six months from the date of qualification thereof
and for such additional period of time as the superintendent may
prescribe in writing, the provisions of this section shall not apply to
a transfer of control by operation of law to the legal representative,
as hereinafter defined, of one who has control of an investment company.
Thereafter, such legal representative shall comply with the provisions
of subdivision one of this section. The provisions of subdivision one of
this section shall be applicable to an application made under such
section by a legal representative.

The term "legal representative," for the purposes of this section,
shall mean one duly appointed by a court of competent jurisdiction to
act as executor, administrator, trustee, committee, conservator or
receiver, including one who succeeds a legal representative and one
acting in an ancillary capacity thereto in accordance with the
provisions of such court appointment.

4. For purposes of this section the term "company" shall be given the
same meaning as is contained in its definition in section one hundred
forty-one of this chapter.

5. Notwithstanding the provisions of subdivision three of section
two-a of this chapter, when applying this section to limited liability
investment companies, the term "capital stock" shall mean the equity
interest of a member as set forth in the company's articles of
organization or, in the absence of such a provision, the equity interest
represented by a member's right to a proportionate share of the profits
of the company.