What is Section 3 C 7 of the Investment Company Act?
Section 3(c)(7) of the 1940 Act excludes privately held investment companies from falling within the definition of an "investment company" under the 1940 Act if: (1) it is not making or proposing to make a public offering, and (2) the company's outstanding securities are owned exclusively by "qualified purchasers." " ...
Section 3(a)(1) of the 1940 Act defines the term “investment company.” Specifically, Section 3(a)(1)(A) of the 1940 Act defines “investment company” to mean “any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in ...
rule 3a-7 under the Investment Company Act of 1940 (the "Act"), to exclude issuers that pool income-producing assets and issue securities backed by those assets ("structured financing") from the definition of "investment company." The rule permits structured financings to · offer their securities publicly In the United ...
Section 2(a)(3) of the 1940 Act defines an “affiliated person” of another person as: (A) any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other person; (B) any person 5% or more of whose outstanding voting securities are ...
Also known as the 40 Act or the ICA. The Investment Company Act of 1940 regulates mutual funds and other companies that engage primarily in investing, reinvesting, and trading in securities, and whose own securities may be offered to the investing public (15 U.S.C.
The 3(c)(7) exemption is part of the Investment Company Act of 1940 and allows private funds to sidestep some SEC regulations. A private investment fund is a fund that is not open to regular investors or the general public in most cases.
A 3(c)(1) fund allows only 100 accredited investors, or 250 accredited investors if the fund size is less than $10M. A 3(c)(7) fund can accept up to 2,000 qualified purchasers.
Rule 3a-7 under the Investment Company Act of 1940 (the Act) excludes issuers of asset-backed securities (ABS) from the definition of "investment company" upon the satisfaction of certain conditions.
“Eligible assets” are defined in Rule 3a-7 as “financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period plus any rights or other assets designed to assure the servicing or timely distribution of proceeds to security holders.” This is consistent with market-standard ...
A company whose total assets (exclusive of government securities and cash items) comprise at least 40% “investment securities” (which is more broadly defined under the 1940 Act than “securities” are defined under the Securities Act of 1933).
What is Section 3 A )( 1 Investment Company Act?
Section 3(a)(1)(A) of the Investment Company Act defines an investment company as an issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in “securities.” See Section 2(a)(36) of the Investment Company Act of the Investment ...
Proper use of this tool, in accordance with Rule 3a-9 of the Investment Company Act of 1940 (“Rule 3a-9”), allows an issuer to aggregate Reg. CF investors into a single entity in a crowdfunding offering in which the crowdfunding vehicle and operating company file as co-issuers on Form C (a “Co-Issuer Offering”).
For the purpose of section 3(c)(1) of the Act, beneficial ownership by a com- pany owning 10 per centum or more of the outstanding voting securities of any issuer which is a small business in- vestment company licensed to operate under the Small Business Investment Act of 1958, or which has received from the Small ...
(A) Beneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer, the beneficial ownership shall be deemed to be that of the holders of such company's outstanding securities (other ...
Jurisdiction. The Investment Company Act applies to all investment companies, but exempts several types of investment companies from the act's coverage. The most common exemptions are found in Sections 3(c)(1) and 3(c)(7) of the act and include hedge funds.
Section 7(d) of the Investment Company Act prohibits a US public offering of securi- ties issued by a non-US investment company.
A 3(c)(1) fund is a pooled investment vehicle that is excluded from the definition of investment company in the Investment Company Act because it has no more than 100 beneficial owners (or, in the case of a qualifying venture capital fund, 250 beneficial owners) and otherwise meets criteria outlined in Section 3(c)(1) ...
Generally, Section 3(c)(1) hedge funds accept both accredited investors and qualified clients as investors. And for a performance fee to be charged, a fund must limit its shareholders to qualified investors only.
For instance, a qualified purchaser is often allowed to invest in funds that are exempt from the Securities and Exchange Commission (SEC) registration under both Sections 3(c)(1) and 3(c)(7) of the Investment Company Act, whereas an accredited investor would only be allowed to invest in a Section 3(c)(1) fund.
All investors participating in the 3(c)(7) fund must be qualified purchasers. Qualified purchasers are considered more financially sophisticated than accredited investors and have more stringent qualifications.
How many investors in a 3C7 hedge fund?
Generally, the requirements limit both the number and type of investors that can own shares in the fund. In the U.S., under the aforementioned Investment Company Act of 1940, a 3C1 fund can have up to 100 accredited investors, and a 3C7 fund can have a soft limit of around 2,000 qualified investors.
As in the case of 3(c)(1) funds, “knowledgeable employees” (as defined above) are permitted to invest in a 3(c)(7) fund, whether or not they are qualified purchasers, without jeopardizing the exemption. Offshore funds too may exceed the 100-investor limitation if their U.S. investors are qualified purchasers.
A tax-exempt security is an investment in which the income produced is free from federal, state, and/or local taxes. Most tax-exempt securities come in the form of municipal bonds, which represent obligations of a state, territory or municipality.
The tax-exempt sector includes bonds, notes, leases, bond funds, mutual funds, trusts, and life insurance, among other investment vehicles. Government municipal bond issuers offer a guarantee, since the taxing authority typically raises funds to repay any GO bond obligations.
A qualified purchaser is defined as an investor who owns at least $5 million of investments or who invests an aggregate of at least $25 million on a discretionary basis for other qualified purchasers.
References
- https://carta.com/learn/private-funds/regulations/qualified-purchaser/
- https://www.perkinscoie.com/en/news-insights/investment-company-status-considerations-for-cash-positioning-in-wake-of-bank-failures.html
- https://www.sec.gov/rules/2003/02/custody-investment-company-assets-a-securities-depository
- https://www.dfinsolutions.com/knowledge-hub/thought-leadership/knowledge-resources/what-is-section-16-filing
- https://www.dechert.com/knowledge/onpoint/2023/10/clos-and-rule-3a-7---a-port-in-uncertain-regulatory-seas-.html
- https://www.americanbar.org/groups/business_law/resources/business-law-today/2020-august/repeal-or-amend-section-16-b/
- https://www.law.cornell.edu/cfr/text/17/230.506
- https://digitalcommons.law.uidaho.edu/cgi/viewcontent.cgi?article=1288&context=faculty_scholarship
- https://www.archives.gov/federal-register/cfr/subject-title-03.html
- https://learn.angellist.com/articles/accredited-investors-vs-qualified-purchasers
- https://www.federalregister.gov/documents/2023/10/17/2023-22818/proposed-collection-comment-request-extension-rule-19a-1
- https://www.investopedia.com/ask/answers/011915/what-kind-financial-reporting-requirements-does-gaap-set-out.asp
- http://www.columbia.edu/~hcs14/IC3.htm
- https://www.law.cornell.edu/wex/securities_exchange_act_of_1934
- https://www.shearman.com/-/media/files/old-site-files/investmentcompanyactstatusofnonusissuers_if_032312.pdf
- https://saintinvestment.com/blog/what-is-a-3c1-hedge-fund/
- https://www.lawinsider.com/dictionary/section-16-officer
- https://www.sec.gov/files/rules/ia/2019/ia-5110.pdf
- https://www.sec.gov/rules/2000/04/custody-investment-company-assets-outside-united-states
- https://www.sullivanlaw.com/viewpoints/sec-adopts-amendments-to-the-investment-company-names-rule-rule-35d-1
- https://www.irs.gov/charities-non-profits/charitable-organizations/exempt-purposes-internal-revenue-code-section-501c3
- https://www.occ.treas.gov/news-issuances/news-releases/2005/nr-ia-2005-96a.pdf
- https://www.sec.gov/files/litigation/admin/2023/34-98605.pdf
- https://www.sec.gov/investment/divisionsinvestmentiaregulationmemoiahtm
- https://www.investopedia.com/terms/s/seact1934.asp
- https://www.sec.gov/litigation/admin/33-7756
- https://www.federalregister.gov/documents/2023/03/21/2023-05766/cybersecurity-risk-management-for-investment-advisers-registered-investment-companies-and-business
- https://www.workiva.com/blog/4-types-financial-statements
- https://www.law.cornell.edu/cfr/text/17/240.16a-11
- https://www.oracle.com/ng/erp/cfo/cao-vs-controller/
- https://omb.report/omb/3235-0217
- https://www.investopedia.com/terms/i/investmentcompanyact.asp
- https://udel.edu/~pollack/Acct351/handouts/Section%2016%20of%20the%201934%20Securities%20Exchange%20Act%20of%201934.pdf
- https://en.wikipedia.org/wiki/Investment_Company_Act_of_1940
- https://www.sec.gov/investment/fast-answers/divisionsinvestmentinvcoreg121504
- https://codes.findlaw.com/us/title-17-copyrights/17-usc-sect-501/
- https://www.federalregister.gov/documents/2022/01/13/2022-00582/proposed-collection-comment-request-extension-rule-17e-1
- https://www.moonfare.com/blog/accredited-investor-vs-qualified-purchaser
- https://www.law.cornell.edu/cfr/text/17/270.17a-7
- https://dart.deloitte.com/USDART/home/accounting/sec/sec-material-supplement/frequently-requested-accounting-financial-reporting-interpretations/iii-guidance-about-financial-statement-requirements
- https://www.sec.gov/divisions/marketreg/mr-noaction/2020/finra-051320-19b1.pdf
- https://quizlet.com/388427001/securities-exchange-act-of-1934-flash-cards/
- https://www.lexology.com/library/detail.aspx?g=fc1b1628-3e95-43b1-ba45-cef0fbe686cf
- https://www.federalcriminallawyer.us/securities-fraud/
- https://www.bevilacquapllc.com/mid-stream-maneuvers-why-you-cant-add-a-crowdfunding-vehicle-to-your-ongoing-reg-cf-offering/
- https://www.smarsh.com/regulations/investment-company-act-of-1940/
- https://www.saflii.org/content/rule16a.html
- https://www.willkie.com/publications/2004/01/sec-adopts-final-rules-on-compliance-programs-fo__
- https://wow.lw.com/Article/Index/129
- https://www.sec.gov/investment/im-guidance-2017-03.pdf
- https://content.next.westlaw.com/Glossary/PracticalLaw/I03f4da99eee311e28578f7ccc38dcbee
- https://omb.report/icr/202002-3235-016
- https://www.law.cornell.edu/wex/regulation_s-x
- https://www.clearygottlieb.com/-/media/files/investment-company-act-status-of-nonus-issuersupdated-commentary-on-bookentry-deposit-procedures-und.pdf
- https://www.sec.gov/education/glossary/jargon-a-z
- https://www.govinfo.gov/content/pkg/CFR-2010-title17-vol3/pdf/CFR-2010-title17-vol3-sec270-3c-1.pdf
- https://core.ac.uk/download/pdf/144223005.pdf
- https://www.investopedia.com/terms/1/3c7.asp
- https://www.publicchatter.com/2023/01/how-many-executive-officers-should-a-company-have/
- https://www.dpimc.com/assets/files/e/dnpmanageddistributionplan-qa.pdf
- https://www.irs.gov/pub/irs-tege/eotopico82.pdf
- https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFRb2e3d441a9eedff/section-240.21F-17
- https://www.sec.gov/info/smallbus/secg/jobs-act-section-12g-small-business-compliance-guide
- https://www.hklaw.com/-/media/files/insights/publications/2021/12/checkpoints-the-consequences-of-crossing-various-ownership-thresholds.pdf?la=it
- https://omb.report/omb/3235-0504
- https://www.strictlybusinesslawblog.com/2017/09/21/3c1-funds-vs-3c7-funds/
- https://www.law.cornell.edu/uscode/text/15/80a-2
- https://www.federalregister.gov/documents/2023/09/07/2023-19252/proposed-collection-comment-request-extension-rule-17a-7
- https://natlawreview.com/article/sec-proposes-new-cybersecurity-rules-investment-advisers-and-investment-companies?amp
- https://www.wowlw.com/Article/Index/143
- https://www.sec.gov/files/forms-3-4-5.pdf
- https://www.investopedia.com/terms/s/section-16.asp
- https://www.sec.gov/rules/2003/06/certification-management-investment-company-shareholder-reports-and-designation
- https://ico.org.uk/for-organisations/foi/freedom-of-information-and-environmental-information-regulations/section-16-advice-and-assistance/
- https://assets.ey.com/content/dam/ey-sites/ey-com/en_us/topics/assurance/accountinglink/ey-tl10949-201us-04-06-2023_.pdf?download
- https://www.sec.gov/spotlight/hedgefunds/hedge-vaughn.htm
- https://www.sec.gov/divisions/investment/noaction/ici111004.htm
- https://www.cadwalader.com/resources/clients-friends-memos/sec-adopts-dodd-frank-act-investment-adviser-rules-and-delays-implementation-of-some-deadlines
- https://www.sec.gov/corpfin/universal-proxy-secg
- https://www.law.cornell.edu/rules/frcrmp/rule_16
- https://www.investor.gov/introduction-investing/getting-started/researching-investments/ask-and-check
- https://www.govinfo.gov/content/pkg/COMPS-1885/pdf/COMPS-1885.pdf
- https://www.sec.gov/Archives/edgar/data/1597219/000119312514060646/d667780dex99r1.htm
- https://www.federalregister.gov/documents/2023/05/03/2023-09333/self-regulatory-organizations-nyse-american-llc-notice-of-designation-of-a-longer-period-for
- https://www.investopedia.com/terms/t/tax-exempt-sector.asp
- https://www.paulhastings.com/insights/client-alerts/sec-reporting-obligations-under-section-13-and-section-16-of-the-exchange
- https://www.chapman.com/insights-sfi-37
- https://www.sec.gov/investment/amendments-electronic-recordkeeping-requirements-broker-dealers
- https://www.investopedia.com/terms/1/3c1.asp
- https://www.law.cornell.edu/cfr/text/17/270.17a-8
- https://www.keker.com/news/news-items/Section-17-a-of-the-Securities-Act-of-1933-Unanswered-Questions-
- https://www.investor.gov/introduction-investing/investing-basics/glossary/rule-504-regulation-d
- https://www.sec.gov/divisions/investment/guidance/im-guidance-2013-11.pdf
- https://uscode.house.gov/view.xhtml?req=%28%22cross+reference%22%29+AND+%28%28title%3A%2826%29%29%29+AND+body%3A%28
- https://www.sec.gov/files/rules/concept/1992/ic-19105.pdf
- https://bookstore.gpo.gov/catalog/cfr-title-17-commodity-securities-exchanges
- https://www.investopedia.com/terms/t/tax_exempt_security.asp
- https://nces.ed.gov/pubs2009/fin_acct/chapter5_1.asp
- https://www.nb.com/en/us/closed-end-funds-19a1-notices
- https://www.sec.gov/litigation/admin/33-7885
- https://www.investopedia.com/terms/f/form4.asp
- https://scholarship.law.upenn.edu/cgi/viewcontent.cgi?referer=&httpsredir=1&article=5272&context=penn_law_review
- https://www.investopedia.com/terms/s/sec-form-19b-4.asp
- https://www.toppanmerrill.com/glossary/sec-section-16-forms-3-4-5/
- https://www.lawinsider.com/dictionary/distribution-notice
- https://www.sec.gov/files/rules/other/2020/ic-33817.pdf
- https://www.ici.org/doc-server/pdf%3Abro_mf_directors.pdf
- https://www.sec.gov/rules/2001/10/books-and-records-requirements-brokers-and-dealers-under-securities-exchange-act-1934
- https://www.investopedia.com/terms/s/section12d-1-limit.asp
- https://www.sec.gov/corpfin/cf-manual/topic-3
- https://www.ixambee.com/questions/commerce-and-accounts/accounts/320363
- https://www.sec.gov/divisions/marketreg/mrtransfer
- https://www.law.cornell.edu/wex/securities_act_of_1933
- https://www.willkie.com/publications/2003/02/sec-issues-final-rules-on-certification-of-inves__
- https://inside.com/glossary/numbers/3c7-fund
- https://www.law.cornell.edu/cfr/text/17/240.10b-5
- https://sao.wa.gov/bars-annual-filing/bars-gaap-manual/reporting/fund-financial-statements/proprietary-funds-financial-statements
- https://www.investopedia.com/terms/p/privateinvestmentfund.asp
- https://www.govinfo.gov/content/pkg/CFR-2012-title17-vol3/pdf/CFR-2012-title17-vol3-sec240-3b-7.pdf
- https://www.tsu.edu/academics/colleges-and-schools/jesse-h-jones-school-of-business/pdf/fin-risk-and-returns.pdf
- https://lawblogs.uc.edu/sld/the-deskbook-table-of-contents/the-securities-acts-statutory-law/the-investment-company-act-of-1940-15-usc-%C2%A7-80a-1-et-seq/rules-and-regulations-promulgated-under-the-investment-company-act-of-1940-17-cfr-part-270/
- https://www.law.cornell.edu/cfr/text/17/230.144A
- https://www.schwab.com/learn/story/3-financial-statements-to-measure-companys-strength
- https://www.sec.gov/investment/im-guidance-2014-12.pdf
