ICA Section 3(a)(1) generally defines an entity to be an "investment company" if it either (a) "is or holds itself out as being engaged primarily . . . in the business of investing, reinvesting, or trading in securities," (b) is a face-amount certificate company (not as a practical matter a significant type of entity), or (c) "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." For companies that fail the quantitative test, there are a variety of possible exclusions and exemptions available. The page below sets out the exclusions and exemptions and provides links to "topic pages" containing regulatory and other materials on the various exclusions and exemptions.
ICA Rule 3c-1 (Definition of "beneficial ownership" for purposes of Section 3(c)(1))| Topic Page
ICA Rule 3c-2 (Beneficial ownership in SBICs)| Topic Page
ICA Rule 3c-3 (Certain debt securities offered by SBICs)| Topic Page
ICA Rule 3c-5 (Beneficial ownership by knowledgeable employees)| Topic Page
ICA Rule 3c-6 (Transfers of interests in private funds)| Topic Page