SECTION
3(a) OF THE INVESTMENT COMPANY ACT OF 1940
15
U.S.C. § 80a-3(a) (1988)
(a) Definitions
When
used in this subchapter, "investment company" means any issuer which-
(1) is
or holds itself out as being engaged primarily, or proposes to engage
primarily, in the business of investing, reinvesting, or trading in securities;
(2) is
engaged or proposes to engage in the business of issuing face-amount
certificates of the installment type, or has been engaged in such business and
has any such certificate outstanding; or
(3) is
engaged or proposes to engage in the business of investing, reinvesting,
owning, holding, or trading in securities, and owns or proposes to acquire
investment securities having a value exceeding 40 per centum of the value of
such issuer's total assets (exclusive of Government securities and cash items)
on an unconsolidated basis.
As used in this section, "investment
securities" includes all securities except (A) Government securities, (B)
securities issued by employees' securities companies, and (C) securities issued
by majority-owned subsidiaries of the owner which are not investment companies.
SECTION
3(c) OF THE INVESTMENT COMPANY ACT OF 1940
15
U.S.C. § 80a-3(c) (1988)
(c) Further exemptions
Notwithstanding
subsection (a) of this section, none of the following persons is an investment
company within the meaning of this subchapter:
(1) Any
issuer whose outstanding securities (other than short‑term paper) are
beneficially owned by not more than one hundred persons and which is not making
and does not presently propose to make a public offering of its
securities. For purposes of this
paragraph:
(A)
Beneficial ownership by a company shall be deemed to be beneficial ownership by
one person, except that, if the company owns 10 per centum or more of the
outstanding voting securities of the issuer, the beneficial ownership shall be
deemed to be that of the holders of such company's outstanding securities
(other than short-term paper) unless, as of the date of the most recent
acquisition by such company of securities of that issuer, the value of all
securities owned by such company of all issuers which are or would, but for the
exception set forth in this subparagraph, be excluded from the definition of
investment company solely by this paragraph, does not exceed 10 per centum of
the value of the company's total assets.
Such issuer nonetheless is deemed to be an investment company for
purposes of section 80a-12(d)(1) of this title.
(B)
Beneficial ownership by any person who acquires securities or interests in
securities of an issuer described in the first sentence of this paragraph shall
be deemed to be beneficial ownership by the person from whom such transfer was
made, pursuant to such rules and regulations as the Commission shall prescribe
as necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy and
provisions of this subchapter, where the transfer was caused by legal
separation, divorce, death, or other involuntary event.
(2) Any
person primarily engaged in the business of underwriting and distributing
securities issued by other persons, selling securities to customers, and acting
as broker, or any one or more of such activities, whose gross income normally
is derived principally from such business and related activities.
(3) Any
bank or insurance company; any savings and loan association, building and loan
association, cooperative bank, homestead association, or similar institution,
or any receiver, conservator, liquidator, liquidating agent, or similar
official or person thereof or therefor; or any common trust fund or similar
fund maintained by a bank exclusively for the collective investment and
reinvestment of moneys contributed thereto by the bank in its capacity as a
trustee, executor, administrator, or guardian.
(4) Any
person substantially all of whose business is confined to making small loans,
industrial banking, or similar businesses.
(5) Any
person who is not engaged in the business of issuing redeemable securities,
face‑amount certificates of the installment type or periodic payment plan
certificates, and who is primarily engaged in one or more of the following
businesses: (A) Purchasing or otherwise acquiring notes, drafts, acceptances,
open accounts receivable, and other obligations representing part or all of the
sales price of merchandise, insurance, and services; (B) making loans to
manufacturers, wholesalers, and retailers of, and to prospective purchasers of,
specified merchandise, insurance, and services; and (C) purchasing or otherwise
acquiring mortgages and other liens on and interests in real estate.
(6) Any
company primarily engaged, directly or through majority-owned subsidiaries, in
one or more of the businesses described in paragraphs (3), (4), and (5) of this
subsection, or in one or more of such businesses (from which not less than 25
per centum of such company's gross income during its last fiscal year was
derived) together with an additional business or businesses other than
investing, reinvesting, owning, holding, or trading in securities.
(7) * *
*
(8) Any
company subject to regulation under the Public Utility Holding Company Act of
1935.
(9) Any
person substantially all of whose business consists of owning or holding oil,
gas, or other mineral royalties or leases, or fractional interests therein, or
certificates of interest or participation in or investment contracts relative
to such royalties, leases, or fractional interests.
(10)
Any company organized and operated exclusively for religious, educational,
benevolent, fraternal, charitable, or reformatory purposes, no part of the net
earnings of which inures to the benefit of any private shareholder or
individual.
(11)
Any employee's stock bonus, pension, or profit-sharing trust which meets the
requirements for qualification under section 401 of Title 26; or any
governmental plan described in section 77c(a)(2)(C) of this title; or any
collective trust fund maintained by a bank consisting solely of assets of such
trusts or governmental plans, or both; or any separate account the assets of
which are derived solely from (A) contributions under pension or profit-sharing
plans which meet the requirements of section 401 of Title 26 or the
requirements for deduction of the employer's contribution under section
404(a)(2) of Title 26, (B) contributions under governmental plans in connection
with which interests, participations, or securities are exempted from the
registration provisions of section 77e of this title by section 77c(a)(2)(C) of
this title, and (C) advances made by an insurance company in connection with
the operation of such separate account.
(12)
Any voting trust the assets of which consist exclusively of securities of a
single issuer which is not an investment company.
(13)
Any security holders' protective committee or similar issuer having outstanding
and issuing no securities other than certificates of deposit and short-term
paper.