Market participants that use special purpose trust vehicles organized outside of the United States to issue structured products often rely on the exception from the 1940 Act provided by Section 3(c)(7) for the trust. A trust will not be considered an “investment company” to the extent that its securities are offered and sold solely to qualified purchasers. Generally, practitioners have relied on guidance in relation to book-entry settlement and clearance procedures for securities offered pursuant to Rule 144A/Regulation S solely to qualified purchasers in reliance on 3(c)(7). The most recent iteration of these procedures (the 2008 procedures) were recently revisited and new guidance has been published relating to secondary market transfers, which should be consulted in connection with these offerings.
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Section 3(c)(7) exception under the 1940 Act
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