What are the exemptions from regulation under the Investment Company Act most relevant to non-US issuers seeking to offer their securities in the United States?
While there are a number of possible exemptions from regulation under the Investment Company Act available to non-US issuers (including exemptions for non-US banks, non-US insurance companies and finance subsidiaries of non-US issuers), there are four principal exemptions from regulation typically relevant for inadvertent investment companies: • the Rule 3a-1 exemption for certain “prima facie investment companies”; • the Rule 3a-2 “transient investment company” exemption, which provides temporary relief only; • the Section 3(c)(7) “unlimited qualified purchasers” exemption; and • the Section 3(c)(1) “100-person limitation” exemption.
