Lewis (P) filed a shareholder derivative action on behalf of Trust (D) and a class action on behalf of D's shareholders against D, its investment advisors (D1), TAMA (D2), and tow corporations affiliated with (D3). The complaint sought injunctive relief to restrain further performance of the advisory contract, rescission of the contract, restitution of fees and other considerations paid by the Trust, an accounting of illegal profits, and an award of damages. P sued under two provisions of the Investment Advisors Act of 1940; Section 215 (contracts that violate the act are void) and Section 206 (fraudulent practices by investment advisors). The court dismissed the action for failure to state a claim. The court of appeals reversed, and Ds appealed.

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