§ 80a-3. — Definitions of investment company.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC80a-3]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
Sec. 80a-3. Definition of investment company
(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 [15 U.S.C. 79 et seq.].
(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 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.
(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.
(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.)
References in Text
The Public Utility Holding Company Act of 1935, referred to in
subsec. (c)(8), is act Aug. 26, 1935, ch. 687, title I, 49 Stat. 838, as
amended, which is classified generally to chapter 2C (Sec. 79 et seq.)
of this title. For complete classification of this Act to the Code, see
section 79 of this title and Tables.
Amendments
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.''
Section Referred to in Other Sections
This section is referred to in sections 77c, 77z-2, 78c, 78l, 78u-5,
80a-2, 80a-3a, 80a-6, 80a-7, 80a-29, 80a-58, 80a-62, 80a-64, 80b-3, 80b-
5, 6102, 6827 of this title; title 12 section 1843; title 26 sections
851, 6049.
