CITE
15 USC Sec. 80a-3 01/05/2009
EXPCITE
TITLE 15 - COMMERCE AND TRADE
CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I - INVESTMENT COMPANIES
HEAD
Sec. 80a-3. Definition of investment company
STATUTE
(a) Definitions
(1) When used in this subchapter, "investment company" means any
issuer which -
(A) is or holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing,
reinvesting, or trading in securities;
(B) 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
(C) 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.
(2) 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 (i) are not
investment companies, and (ii) are not relying on the exception
from the definition of investment company in paragraph (1) or (7)
of subsection (c) of this section.
(b) Exemption from provisions
Notwithstanding paragraph (1)(C) of subsection (a) of this
section, none of the following persons is an investment company
within the meaning of this subchapter:
(1) Any issuer primarily engaged, directly or through a wholly-
owned subsidiary or subsidiaries, in a business or businesses
other than that of investing, reinvesting, owning, holding, or
trading in securities.
(2) Any issuer which the Commission, upon application by such
issuer, finds and by order declares to be primarily engaged in a
business or businesses other than that of investing, reinvesting,
owning, holding, or trading in securities either directly or (A)
through majority-owned subsidiaries or (B) through controlled
companies conducting similar types of businesses. The filing of
an application under this paragraph in good faith by an issuer
other than a registered investment company shall exempt the
applicant for a period of sixty days from all provisions of this
subchapter applicable to investment companies as such. For cause
shown, the Commission by order may extend such period of
exemption for an additional period or periods. Whenever the
Commission, upon its own motion or upon application, finds that
the circumstances which gave rise to the issuance of an order
granting an application under this paragraph no longer exist, the
Commission shall by order revoke such order.
(3) Any issuer all the outstanding securities of which (other
than short-term paper and directors' qualifying shares) are
directly or indirectly owned by a company excepted from the
definition of investment company by paragraph (1) or (2) of this
subsection.
(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. Such issuer shall be
deemed to be an investment company for purposes of the
limitations set forth in subparagraphs (A)(i) and (B)(i) of
section 80a-12(d)(1) of this title governing the purchase or
other acquisition by such issuer of any security issued by any
registered investment company and the sale of any security issued
by any registered open-end investment company to any such issuer.
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, and is or, but for the exception provided for in
this paragraph or paragraph (7), would be an investment
company, the beneficial ownership shall be deemed to be that of
the holders of such company's outstanding securities (other
than short-term paper).
(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)(A) Any person primarily engaged in the business of
underwriting and distributing securities issued by other persons,
selling securities to customers, acting as broker, and acting as
market intermediary, or any one or more of such activities, whose
gross income normally is derived principally from such business
and related activities.
(B) For purposes of this paragraph -
(i) the term "market intermediary" means any person that
regularly holds itself out as being willing contemporaneously
to engage in, and that is regularly engaged in, the business of
entering into transactions on both sides of the market for a
financial contract or one or more such financial contracts; and
(ii) the term "financial contract" means any arrangement that
-
(I) takes the form of an individually negotiated contract,
agreement, or option to buy, sell, lend, swap, or repurchase,
or other similar individually negotiated transaction commonly
entered into by participants in the financial markets;
(II) is in respect of securities, commodities, currencies,
interest or other rates, other measures of value, or any
other financial or economic interest similar in purpose or
function to any of the foregoing; and
(III) is entered into in response to a request from a
counter party for a quotation, or is otherwise entered into
and structured to accommodate the objectives of the counter
party to such arrangement.
(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, if -
(A) such fund is employed by the bank solely as an aid to the
administration of trusts, estates, or other accounts created
and maintained for a fiduciary purpose;
(B) except in connection with the ordinary advertising of the
bank's fiduciary services, interests in such fund are not -
(i) advertised; or
(ii) offered for sale to the general public; and
(C) fees and expenses charged by such fund are not in
contravention of fiduciary principles established under
applicable Federal or State law.
(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)(A) Any issuer, the outstanding securities of which are
owned exclusively by persons who, at the time of acquisition of
such securities, are qualified purchasers, and which is not
making and does not at that time propose to make a public
offering of such securities. Securities that are owned by persons
who received the securities from a qualified purchaser as a gift
or bequest, or in a case in which the transfer was caused by
legal separation, divorce, death, or other involuntary event,
shall be deemed to be owned by a qualified purchaser, subject to
such rules, regulations, and orders as the Commission may
prescribe as necessary or appropriate in the public interest or
for the protection of investors.
(B) Notwithstanding subparagraph (A), an issuer is within the
exception provided by this paragraph if -
(i) in addition to qualified purchasers, outstanding
securities of that issuer are beneficially owned by not more
than 100 persons who are not qualified purchasers, if -
(I) such persons acquired any portion of the securities of
such issuer on or before September 1, 1996; and
(II) at the time at which such persons initially acquired
the securities of such issuer, the issuer was excepted by
paragraph (1); and
(ii) prior to availing itself of the exception provided by
this paragraph -
(I) such issuer has disclosed to each beneficial owner, as
determined under paragraph (1), that future investors will be
limited to qualified purchasers, and that ownership in such
issuer is no longer limited to not more than 100 persons; and
(II) concurrently with or after such disclosure, such
issuer has provided each beneficial owner, as determined
under paragraph (1), with a reasonable opportunity to redeem
any part or all of their interests in the issuer,
notwithstanding any agreement to the contrary between the
issuer and such persons, for that person's proportionate
share of the issuer's net assets.
(C) Each person that elects to redeem under subparagraph
(B)(ii)(II) shall receive an amount in cash equal to that
person's proportionate share of the issuer's net assets, unless
the issuer elects to provide such person with the option of
receiving, and such person agrees to receive, all or a portion of
such person's share in assets of the issuer. If the issuer elects
to provide such persons with such an opportunity, disclosure
concerning such opportunity shall be made in the disclosure
required by subparagraph (B)(ii)(I).
(D) An issuer that is excepted under this paragraph shall
nonetheless be deemed to be an investment company for purposes of
the limitations set forth in subparagraphs (A)(i) and (B)(i) of
section 80a-12(d)(1) of this title relating to the purchase or
other acquisition by such issuer of any security issued by any
registered investment company and the sale of any security issued
by any registered open-end investment company to any such issuer.
(E) For purposes of determining compliance with this paragraph
and paragraph (1), an issuer that is otherwise excepted under
this paragraph and an issuer that is otherwise excepted under
paragraph (1) shall not be treated by the Commission as being a
single issuer for purposes of determining whether the outstanding
securities of the issuer excepted under paragraph (1) are
beneficially owned by not more than 100 persons or whether the
outstanding securities of the issuer excepted under this
paragraph are owned by persons that are not qualified purchasers.
Nothing in this subparagraph shall be construed to establish that
a person is a bona fide qualified purchaser for purposes of this
paragraph or a bona fide beneficial owner for purposes of
paragraph (1).
(8) Any company subject to regulation under the Public Utility
Holding Company Act of 1935.(!1)
(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)(A) Any company organized and operated exclusively for
religious, educational, benevolent, fraternal, charitable, or
reformatory purposes -
(i) no part of the net earnings of which inures to the
benefit of any private shareholder or individual; or
(ii) which is or maintains a fund described in subparagraph
(B).
(B) For the purposes of subparagraph (A)(ii), a fund is
described in this subparagraph if such fund is a pooled income
fund, collective trust fund, collective investment fund, or
similar fund maintained by a charitable organization exclusively
for the collective investment and reinvestment of one or more of
the following:
(i) assets of the general endowment fund or other funds of
one or more charitable organizations;
(ii) assets of a pooled income fund;
(iii) assets contributed to a charitable organization in
exchange for the issuance of charitable gift annuities;
(iv) assets of a charitable remainder trust or of any other
trust, the remainder interests of which are irrevocably
dedicated to any charitable organization;
(v) assets of a charitable lead trust;
(vi) assets of a trust, the remainder interests of which are
revocably dedicated to or for the benefit of 1 or more
charitable organizations, if the ability to revoke the
dedication is limited to circumstances involving -
(I) an adverse change in the financial circumstances of a
settlor or an income beneficiary of the trust;
(II) a change in the identity of the charitable
organization or organizations having the remainder interest,
provided that the new beneficiary is also a charitable
organization; or
(III) both the changes described in subclauses (I) and
(II);
(vii) assets of a trust not described in clauses (i) through
(v), the remainder interests of which are revocably dedicated
to a charitable organization, subject to subparagraph (C); or
(viii) such assets as the Commission may prescribe by rule,
regulation, or order in accordance with section 80a-6(c) of
this title.
(C) A fund that contains assets described in clause (vii) of
subparagraph (B) shall be excluded from the definition of an
investment company for a period of 3 years after December 8,
1995, but only if -
(i) such assets were contributed before the date which is 60
days after December 8, 1995; and
(ii) such assets are commingled in the fund with assets
described in one or more of clauses (i) through (vi) and (viii)
of subparagraph (B).
(D) For purposes of this paragraph -
(i) a trust or fund is "maintained" by a charitable
organization if the organization serves as a trustee or
administrator of the trust or fund or has the power to remove
the trustees or administrators of the trust or fund and to
designate new trustees or administrators;
(ii) the term "pooled income fund" has the same meaning as in
section 642(c)(5) of title 26;
(iii) the term "charitable organization" means an
organization described in paragraphs (1) through (5) of section
170(c) or section 501(c)(3) of title 26;
(iv) the term "charitable lead trust" means a trust described
in section 170(f)(2)(B), 2055(e)(2)(B), or 2522(c)(2)(B) of
title 26;
(v) the term "charitable remainder trust" means a charitable
remainder annuity trust or a charitable remainder unitrust, as
those terms are defined in section 664(d) of title 26; and
(vi) the term "charitable gift annuity" means an annuity
issued by a charitable organization that is described in
section 501(m)(5) of title 26.
(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 one or more
of such trusts, government plans, or church plans, companies or
accounts that are excluded from the definition of an investment
company under paragraph (14) of this subsection; 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.
(14) Any church plan described in section 414(e) of title 26,
if, under any such plan, no part of the assets may be used for,
or diverted to, purposes other than the exclusive benefit of plan
participants or beneficiaries, or any company or account that is -
(A) established by a person that is eligible to establish and
maintain such a plan under section 414(e) of title 26; and
(B) substantially all of the activities of which consist of -
(i) managing or holding assets contributed to such church
plans or other assets which are permitted to be commingled
with the assets of church plans under title 26; or
(ii) administering or providing benefits pursuant to church
plans.
SOURCE
(Aug. 22, 1940, ch. 686, title I, Sec. 3, 54 Stat. 797; Oct. 21,
1942, ch. 619, title I, Sec. 162(e), 56 Stat. 867; Pub. L. 89-485,
Sec. 13(i), July 1, 1966, 80 Stat. 243; Pub. L. 91-547, Sec. 3(a),
(b), Dec. 14, 1970, 84 Stat. 1414; Pub. L. 94-210, title III, Sec.
308(c), Feb. 5, 1976, 90 Stat. 57; Pub. L. 96-477, title I, Sec.
102, title VII, Sec. 703, Oct. 21, 1980, 94 Stat. 2276, 2295; Pub.
L. 100-181, title VI, Secs. 604-606, Dec. 4, 1987, 101 Stat. 1260;
Pub. L. 104-62, Sec. 2(a), Dec. 8, 1995, 109 Stat. 682; Pub. L. 104-
290, title II, Sec. 209(a), (c), title V, Sec. 508(a), Oct. 11,
1996, 110 Stat. 3432, 3435, 3447; Pub. L. 105-353, title III, Sec.
301(c)(2), Nov. 3, 1998, 112 Stat. 3236; Pub. L. 106-102, title II,
Sec. 221(c), Nov. 12, 1999, 113 Stat. 1401; Pub. L. 108-359, Sec.
1(a), Oct. 25, 2004, 118 Stat. 1666.)
REFERENCES IN TEXT
The Public Utility Holding Company Act of 1935, referred to in
subsec. (c)(8), is title I of act Aug. 26, 1935, ch. 687, 49 Stat.
803, as amended, which was classified generally to chapter 2C (Sec.
79 et seq.) of this title, prior to repeal by Pub. L. 109-58, title
XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
classification of this Act to the Code, see Tables.
AMENDMENTS
2004 - Subsec. (c)(11). Pub. L. 108-359, which directed the
substitution of "one or more of such trusts, government plans, or
church plans, companies or accounts that are excluded from the
definition of an investment company under paragraph (14) of this
subsection" for "such trusts or government plans, or both", was
executed by making the substitution for "such trusts or
governmental plans, or both", to reflect the probable intent of
Congress.
1999 - Subsec. (c)(3). Pub. L. 106-102 inserted ", if - " and
subpars. (A) to (C) before period at end.
1998 - Subsec. (b). Pub. L. 105-353 substituted "paragraph
(1)(C)" for "paragraph (3)" in introductory provisions.
1996 - Subsec. (a). Pub. L. 104-290, Sec. 209(c)(1)-(5),
designated existing introductory provisions as par. (1),
redesignated former pars. (1) to (3) as subpars. (A) to (C),
respectively, and designated existing concluding provisions as par.
(2).
Subsec. (a)(2)(C). Pub. L. 104-290, Sec. 209(c)(6), substituted
"which (i) are" for "which are" and added cl. (ii).
Subsec. (c)(1). Pub. L. 104-290, Sec. 209(a)(1), inserted after
first sentence "Such issuer shall be deemed to be an investment
company for purposes of the limitations set forth in subparagraphs
(A)(i) and (B)(i) of section 80a-12(d)(1) of this title governing
the purchase or other acquisition by such issuer of any security
issued by any registered investment company and the sale of any
security issued by any registered open-end investment company to
any such issuer."
Subsec. (c)(1)(A). Pub. L. 104-290, Sec. 209(a)(2), inserted "and
is or, but for the exception provided for in this paragraph or
paragraph (7), would be an investment company," after "voting
securities of the issuer," and struck out "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" after "(other than short-term paper)".
Subsec. (c)(2). Pub. L. 104-290, Sec. 209(a)(3), designated
existing provisions as subpar. (A), substituted "acting as broker,
and acting as market intermediary," for "and acting as broker,",
and added subpar. (B).
Subsec. (c)(7). Pub. L. 104-290, Sec. 209(a)(4), added par. (7)
and struck out former par. (7) "Reserved."
Subsec. (c)(14). Pub. L. 104-290, Sec. 508(a), added par. (14).
1995 - Subsec. (c)(10). Pub. L. 104-62 amended par. (10)
generally. Prior to amendment, par. (10) read as follows: "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."
1987 - Subsec. (c)(3). Pub. L. 100-181, Sec. 604, inserted "or"
after "therefor;" and struck out "; or any common trust fund or
similar fund, established before June 22, 1936, by a corporation
which is supervised or examined by State or Federal authority
having supervision over banks, if a majority of the units of
beneficial interest in such fund, other than units owned by
charitable or educational institutions, are held under instruments
providing for payment of income to one or more persons and of
principal to another or others" after "guardian".
Subsec. (c)(7). Pub. L. 100-181, Sec. 605, substituted
"Reserved." for "Any company (A) which is subject to regulation
under section 314 of title 49, except that this exception shall not
apply to a company which the Commission finds and by order declares
to be primarily engaged, directly or indirectly, in the business of
investing, reinvesting, owning, holding, or trading in securities,
or (B) whose entire outstanding stock is owned or controlled by a
company excepted under clause (A) hereof, if the assets of the
controlled company consist substantially of securities issued by
companies which are subject to regulation under section 314 of
title 49."
Subsec. (c)(11). Pub. L. 100-181, Sec. 606(1), substituted
"Internal Revenue Code of 1986" for "Internal Revenue Code of 1954"
wherever appearing, which for purposes of codification was
translated as "title 26" thus requiring no change in text.
Pub. L. 100-181, Sec. 606(2), (3), substituted "; or any
governmental plan" for "or which holds only assets of governmental
plans" and "trusts or governmental plans, or both" for "trusts".
1980 - Subsec. (c)(1). Pub. L. 96-477, Sec. 102, designated
existing provisions as subpar. (A), provided that beneficial
ownership was to be deemed to be that of the holders of ten per
cent of 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 were or
would, but for the exception set forth in subpar. (A), be excluded
from the definition of investment company solely by par. (1), did
not exceed ten per cent of the value of the company's total assets,
that such issuer nonetheless was deemed to be an investment company
for purposes of section 80a-12(d)(1) of this title, and added
subpar. (B).
Subsec. (c)(11). Pub. L. 96-477, Sec. 703, excluded from
consideration as an investment company for purposes of this
subchapter any employee's stock bonus, pension, or profit-sharing
trust which holds only assets of governmental plans described in
section 77c(a)(2)(C) of this title, redesignated former cl. (B) as
(C), and added cl. (B).
1976 - Subsec. (c)(7). Pub. L. 94-210 designated existing
provisions as cls. (A) and (B) and, as so designated, in cl. (A)
provided for applicability to section 314 of title 49 and inserted
exception to exception, in cl. (B) inserted provisions relating to
companies regulated under section 314 of title 49 and made changes
in phraseology to conform cl. to cl. (A), and struck out proviso
relating to assets of controlled company.
1970 - Subsec. (b)(2). Pub. L. 91-547, Sec. 3(a), inserted "in
good faith" after "paragraph" in second sentence.
Subsec. (c). Pub. L. 91-547, Sec. 3(b)(1), struck out reference
to subsec. (b) in introductory text.
Subsec. (c)(4). Pub. L. 91-547, Sec. 3(b)(2), redesignated par.
(5) as (4). See 1966 Amendment note with respect to repeal of
former par. (4).
Subsec. (c)(5). Pub. L. 91-547, Sec. 3(b)(2), (3), redesignated
par. (6) as (5) and inserted "redeemable securities," before "face-
amount certificates". Former par. (5) redesignated (4).
Subsec. (c)(6). Pub. L. 91-547, Sec. 3(b)(2), redesignated par.
(7) as (6), inserted reference to par. (4), and struck out
reference to par. (6). Former par. (6) redesignated (5).
Subsec. (c)(7). Pub. L. 91-547, Sec. 3(b)(2), redesignated par.
(9) as (7). Former par. (7) redesignated (6).
Subsec. (c)(8). Pub. L. 91-547, Sec. 3(b)(2), (4), redesignated
par. (10) as (8), substituted "subject to regulation" for "with a
registration in effect as a holding company", and struck out former
par. (8) provision excluding as an investment company any company
90 per centum or more of the value of whose investment securities
are represented by securities of a single issuer included within a
class of persons enumerated in pars. (5), (6), or (7) of this
subsection.
Subsecs. (c)(9), (10). Pub. L. 91-547, Sec. 3(b)(2), redesignated
pars. (11) and (12) as (9) and (10), respectively. Former pars. (9)
and (10) redesignated (7) and (8).
Subsec. (c)(11). Pub. L. 91-547, Sec. 3(b)(2), (5), redesignated
par. (13) as (11), substituted "requirements for qualification
under section 401 of title 26 [I.R.C. 1954]" for "conditions of
section 165 of title 26, as amended [I.R. 1939]", and inserted
provisions for exclusion as an investment company any collective
trust fund maintained by a bank consisting solely of assets of such
trusts or any separate account the assets of which are derived from
certain sources. Former par. (11) redesignated (9).
Subsecs. (c)(12) to (15). Pub. L. 91-547, Sec. 3(b)(2),
redesignated pars. (14) and (15) as (12) and (13), respectively.
Former pars. (12) and (13) redesignated (10) and (11).
1966 - Subsec. (c)(4). Pub. L. 89-485 repealed provisions which
exempt holding company affiliates granted a general voting permit
by the Board of Governors of the Federal Reserve System before 1940
and any such affiliates with a later voting permit concerning which
determinations were made of being primarily engaged, directly or
indirectly, in the business of holding the stock of, and managing
or controlling, banks, banking associations, savings banks, or
trust companies.
1942 - Subsec. (c)(13). Act Oct. 31, 1942, inserted "as amended".
EFFECTIVE DATE OF 1999 AMENDMENT
Amendment by Pub. L. 106-102 effective 18 months after Nov. 12,
1999, see section 225 of Pub. L. 106-102, set out as a note under
section 77c of this title.
EFFECTIVE DATE OF 1996 AMENDMENT
Amendment by section 209 of Pub. L. 104-290 effective on earlier
of 180 days after Oct. 11, 1996, or date on which required
rulemaking is completed, see section 209(e) of Pub. L. 104-290 set
out as a note under section 80a-2 of this title.
EFFECTIVE DATE OF 1995 AMENDMENT
Amendment by Pub. L. 104-62 applicable as defense to any claim in
administrative and judicial actions pending on or commenced after
Dec. 8, 1995, that any person, security, interest, or participation
of type described in Pub. L. 104-62 is subject to the Securities
Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940, the Investment Advisers Act of 1940, or any
State statute or regulation preempted as provided in section 80a-3a
of this title, except as specifically provided in such statutes,
see section 7 of Pub. L. 104-62, set out as a note under section
77c of this title.
EFFECTIVE DATE OF 1976 AMENDMENT
Section 308(d)(2), (3) of Pub. L. 94-210, as amended by Pub. L.
94-555, title II, Sec. 220(c), Oct. 19, 1976, 90 Stat. 2629,
provided that:
"(2) The amendment made by subsection (b) of this section
[amending section 78m of this title] shall not apply to any report
by any person with respect to a fiscal year of such person which
began before the date of enactment of this Act [Feb. 5, 1976].
"(3) The amendment made by subsection (c) of this section
[amending this section] shall take effect on the 60th day after the
date of enactment of this Act [Feb. 5, 1976]".
EFFECTIVE DATE OF 1970 AMENDMENT
Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section
30 of Pub. L. 91-547, set out as a note under section 80a-52 of
this title.
EFFECTIVE DATE OF 1942 AMENDMENT
Section 162(d) of act Oct. 21, 1942 (Revenue Act of 1942), as
amended by act Dec. 17, 1943, ch. 346, Sec. 3, 57 Stat. 602,
provided: "Taxable Years to Which Amendments Applicable. - The
amendments made by this section [to this section and sections 22,
23, and 165 of Title 26, I.R.C. 1939] shall be applicable as to
both the employer and employees only with respect to taxable years
of the employer beginning after December 31, 1941, except that -
"(1) In the case of a stock bonus, pension, profit-sharing, or
annuity plan in effect on or before September 1, 1942,
"(A) such a plan shall not become subject to the requirements
of section 165(a)(3), (4), (5), and (6) [of Title 26, I.R.C.
1939] until the beginning of the first taxable year beginning
after December 31, 1942.
"(B) such a plan shall be considered as satisfying the
requirements of section 165(a), (3), (4), and (5) and (6) [of
Title 26, I.R.C. 1939] for the period beginning with the
beginning of the first taxable year following December 31, 1942,
and ending December 31, 1944, if the provisions thereof satisfy
such requirements by December 31, 1944, and if by that time such
provisions are made effective for all purposes as of a date not
later than January 1, 1944.
"(C) if the contribution of an employer to such a plan in the
employer's taxable year beginning in 1942 exceeds the maximum
amount deductible for such year under section 23(p)(1), as
amended by this section, the amount deductible in such year shall
be not less than the sum of -
"(i) the amount paid in such taxable year prior to September
1, 1942, and deductible under section 23(a) or 23(p) prior to
amendment by this section, and
"(ii) with respect to the amount paid in such taxable year on
or after September 1, 1942, that proportion of the amount
deductible for the taxable year under section 23(p)(1), as
amended by this section, which the number of months after
August 31, 1942, in the taxable year bears to twelve.
"(2) In the case of a stock bonus, pension, profit sharing or
annuity plan put into effect after September 1, 1942, such a plan
shall be considered as satisfying the requirements of section
165(a)(3), (4), (5), and (6) [of Title 26, I.R.C. 1939] for the
period beginning with the date such plan is put into effect and
ending December 31, 1944, if the provisions thereof satisfy such
requirements by December 31, 1944, and if by that time such
provisions are made effective for all purposes as of a date not
later than the effective date of such plan or January 1, 1944,
whichever is the later."
REGULATIONS
Section 209(d)(1) of Pub. L. 104-290 provided that: "Not later
than 1 year after the date of enactment of this Act [Oct. 11,
1996], the Commission shall prescribe rules to implement the
requirements of section 3(c)(1)(B) of the Investment Company Act of
1940 (15 U.S.C. 80a-3(c)(1)(B)), as amended by this section."
Section 209(d)(3) of Pub. L. 104-290 provided that: "Not later
than 1 year after the date of enactment of this Act [Oct. 11,
1996], the Commission shall prescribe rules pursuant to its
authority under section 6 of the Investment Company Act of 1940 [15
U.S.C. 80a-6] to permit the ownership of securities by
knowledgeable employees of the issuer of the securities or an
affiliated person without loss of the exception of the issuer under
paragraph (1) or (7) of section 3(c) of that Act [15 U.S.C. 80a-
3(c)] from treatment as an investment company under that Act [15
U.S.C. 80a-1 et seq.]."
Section 209(d)(4) of Pub. L. 104-290 provided that: "Not later
than 180 days after the date of enactment of this Act [Oct. 11,
1996], the Commission shall prescribe rules defining the term
'beneficial owner' for purposes of section 3(c)(7)(B) of the
Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(7)(B)], as
amended by this Act."
TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg.
Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
64 Stat. 1265, set out under section 78d of this title.
PROTECTION OF CHURCH EMPLOYEE BENEFIT PLANS UNDER STATE LAW
Section 508(f) of Pub. L. 104-290 provided that:
"(1) Registration requirements. - Any security issued by or any
interest or participation in any church plan, company, or account
that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C.
80a-3(c)(14)], as added by subsection (a) of this section, and any
offer, sale, or purchase thereof, shall be exempt from any law of a
State that requires registration or qualification of securities.
"(2) Treatment of church plans. - No church plan described in
section 414(e) of the Internal Revenue Code of 1986 [26 U.S.C.
414(e)], no person or entity eligible to establish and maintain
such a plan under the Internal Revenue Code of 1986 [26 U.S.C. 1 et
seq.], no company or account that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 [15 U.S.C. 80a-3(c)(14)], as added by
subsection (a) of this section, and no trustee, director, officer,
or employee of or volunteer for any such plan, person, entity,
company, or account shall be required to qualify, register, or be
subject to regulation as an investment company or as a broker,
dealer, investment adviser, or agent under the laws of any State
solely because such plan, person, entity, company, or account buys,
holds, sells, or trades in securities for its own account or in its
capacity as a trustee or administrator of or otherwise on behalf
of, or for the account of, or provides investment advice to, for,
or on behalf of, any such plan, person, or entity or any company or
account that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940, as added by subsection (a) of this section."
FOOTNOTE
(!1) See References in Text note below.