
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 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.
        (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.)

                     Amendment of Subsection (c)(3)

        Pub. L. 106-102, title II, Secs. 221(c), 225, Nov. 12, 1999, 113 
    Stat. 1401, 1402, provided that, effective 18 months after Nov. 12, 
    1999, subsection (c)(3) of this section is amended by inserting 
    before the period the following: ``, 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''.

                       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

    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.
