Section 130.225  Definition of "Investment Fund Shares", as Used in Section 2.15 of the Act in Relation to Certain Issuers

a)         The term "investment fund shares" in Section 2.15 of the Act shall include securities issued by any issuer which:

1)         is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, holding or trading in securities;

2)         is or will be registered under the Federal Investment Company Act of 1940, except that such term shall not include securities issued by such an issuer which are designated in the Act as "Face Amount Certificate Contracts" or securities issued by such an issuer which is a unit investment trust;

3)         is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer's total assets (exclusive of Government securities or cash items) on an unconsolidated basis.  As used in this paragraph, "investment securities" includes all securities except Government securities, securities issued by employees' securities companies, and securities issued by majority-owned subsidiaries of the owner which are not investment companies.

b)         Notwithstanding paragraph (a)(3) of this section, none of the following persons is an issuer of investment fund shares within the meaning of that term as used in Section 2.15 of the Act:

1)         any issuer primarily engaged directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding or trading in securities;

2)         any issuer, all the outstanding securities of which (other than short-term paper or directors' qualifying shares) are directly or indirectly owned by a company described in paragraph (b) (1) of this section;

3)         any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than 100 persons.  For the purpose of this paragraph, beneficial ownership by a company shall be deemed to be beneficial ownership by one person; except that, if the company owns 10% or more of the outstanding voting securities of the issuer, the beneficial ownership shall be deemed to be that of the holders of the company's outstanding securities (other than short-term paper);

4)         any person primarily engaged in the business of underwriting and distributing securities issued by other persons, selling securities to customers, and acting as a dealer, or any one or more of such activities whose gross income normally is derived principally from such business and related activities;

5)         any bank or insurance company; any savings and loan association, building and loan association, cooperative bank, homestead association or similar institution; any receiver, conservator, liquidator, liquidating agent or similar official or person thereof or therefor; or any common trust fund or similar fund maintained by a bank under the Common Trust Fund Act (Ill. Rev. Stat. 1983, ch. 16½, pars. 57 et seq.) exclusively for the collective investment and reinvestment of moneys contributed thereto by the bank in its capacity as a trustee, executor, administrator, conservator or guardian;

6)         any holding company affiliate, as defined in the Federal Banking Act of 1933, which is under the supervision of the Board of Governors of the Federal Reserve System by reason of the fact that the holding company affiliate holds a general voting permit issued to it by such Board prior to January 1, 1940; and any holding company affiliate which is under the supervision of such Board by reason of the fact that it holds a general voting permit thereafter issued to it by the Board of Governors and which is determined by the Board to be primarily engaged, directly or indirectly, in the business of holding the stock of, and managing or controlling, banks, banking associations, savings banks or trust companies;

7)         any person, substantially all of whose business is confined to making small loans, industrial banking or similar businesses;

8)         any person who is not engaged in the business of issuing face-amount certificate contracts, and who is primarily engaged in one or more of the following businesses:

A)        purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales prices of merchandise, insurance or services;

B)        making loans to manufacturers, wholesalers or retailers of, or to prospective purchasers of, specified merchandise, insurance or services; or

C)        purchasing or otherwise acquiring mortgages or other liens on or interests in real estate;

9)         any company primarily engaged, directly or through majority-owned subsidiaries, in one or more of the businesses described in paragraphs (b)(5), (7) and (8) of this Section or in one or more of such businesses (from which not less than 25% of such company's gross income during its last fiscal year was derived) together with an additional business or businesses other than investing, reinvesting, owning, holding or trading in securities;

10)         any company 90% or more of the value of whose investment securities are represented by securities of a single issuer included within a class of persons enumerated in paragraph (b) (7), (8) or (9) of this Section;

11)         any company subject to regulation under the Illinois Commerce Commission or any company whose entire outstanding capital stock is owned or controlled by such a company; provided that the assets of the controlled company consist substantially of securities issued by companies which are subject to regulation by the Illinois Commerce Commission;

12)         any company with a registration in effect as a holding company under the Federal Public Utility Holding Company Act of 1935;

13)         any person, substantially all of whose business consists of owning or holding oil, gas or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to the royalties, leases or fractional interests;

14)         any company organized and operated exclusively for religious, educational, benevolent, fraternal, charitable or reformatory purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual;

15)         any employees' stock bonus, pension or profit-sharing trust which meets the conditions of Section 401 of the Internal Revenue Code;

16)         any voting trust, the assets of which consist exclusively of securities of a single issuer which is not an investment company;

17)         any security holders' protective committee or similar issuer having outstanding, and issuing no securities other than, certificates of deposit and short-term paper.

c)         As used in this Section, the term "employees' securities company" means any investment company or similar issuer, all of the outstanding securities of which (other than short-term paper) are beneficially owned

1)         by the employees or persons on retainer of a single employer or of two or more employers each of which is an affiliated company of the other,

2)         by former employees of the employer or employers,

3)         by members of the immediate family of the employees, persons on retainer or former employees,

4)         by any two or more of the foregoing classes of persons, or

5)         by the employer or employers together with any one or more of the foregoing classes of persons.