ICA Registration Exemptions Section 3(c)(4), (5) and (6) Funds, Including REITs


Section 3(c)(5) of the Investment Company Act provides an exclusion from the definition of "investment company" for an entity that does not issue "redeemable securities" (or certain other less common types of securities) and is "primarily engaged" in one of the following three types of businesses:

(A) Purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of specific 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. This clause (C) is commonly relied upon by Real Estate Investment Trusts ("REITs").

Related exemptions are provided by ICA Section 3(c)(4) (for entities that make small loans or engage in industrial banking) and by ICA Section 3(c)(6).

For a comprehensive list of exemptions and exclusions from registration available to investment companies, see the Focus Page on Exemptions from Registration under the Investment Company Act.

dorothy.mehta@cwt.com's picture
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lawrence.barshay@friedfrank.com's picture
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Partner - Corporate



Investment Company Act