Definition

  • an issuer that would be an investment company, as definited in the section 3 of the investment company act of 1940, but for section 3(c)(1) or 3(c)(7) of that act

  • A 3(c)(1) issuer is one whose outstanding securities are beneficially owned by not more than 100 pesrons and which is making/propose making public offering of its securities. I.e. its private because it’s a contained small number of people and a fund because each are sort of like “shareholders” of the securities held
  • A 3(c)(7) issuer is one whose securities are owned exclusively by persons who, at the timer of acquisition of such securities, are qualified purchasers (25M+ for businesses)