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What Is 3C1 and How Is the Exemption Applied?

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3C1 refers to a portion of the Investment Company Act of 1940 that allows private investment companies to be considered exceptions to certain regulations and reporting requirements stipulated by the Securities and Exchange Commission (SEC). However, these firms must satisfy specific requirements to maintain their exception status.

Key Takeaways

  • 3C1 refers to a portion of the Investment Company Act of 1940 that exempts certain private investment companies from regulations.
  • A firm that’s defined as an investment company must meet specific regulatory and reporting requirements stipulated by the SEC.
  • 3C1 allows private funds with 100 or fewer investors and no plans for an initial public offering to sidestep certain SEC requirements.

Understanding 3C1

3C1 is shorthand for the 3(c)(1) exemption found in section 3 of the Act. To fully understand section 3C1, we must first review the Act’s definition of an investment company and how it relates to earlier sections of the Act: 3(b)(1) and 3(c). An investment company, as defined by the Investment Company Act, are companies that primarily engage in the business of investing, reinvesting, or trading securities. If companies are considered investment companies, they must adhere to certain regulations and reporting requirements.

3(b)(1)

3(b)(1) was established to exclude certain companies from being considered an investment company and having to adhere to the subsequent regulations. Companies are exempt as long as they are not primarily in the business of investing, reinvesting, holding, owning, or trading in securities themselves, or through subsidiaries, or controlled companies.

3(c)

3(c) takes it a step further and outlines specific exceptions to the classification of an investment company, which include broker-dealers, pension plans, church plans, and charitable organizations.

3(c)(1)

3(c)(1) adds to the exceptions list in 3(c) citing certain parameters or requirements that, if satisfied, would allow private investment companies to not be classified as investment companies under the Act.

3(c)(1) exempts the following from definition of investment company:

“Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or in the case of a qualifying venture capital fund, 250 persons) and that is not making and does not presently propose to make a public offering of such securities.”

In other words, 3C1 allows private funds with 100 or fewer investors (and venture capital funds with fewer than 250 investors) and no plans for an initial public offering to sidestep SEC registration and other requirements, including ongoing disclosure and restrictions on derivatives trading. 3C1 funds are also referred to as 3C1 companies or 3(c)(1) funds.

The result of 3C1 is that it allows hedge fund companies to avoid the SEC scrutiny that other investment funds, such as mutual funds, must adhere to under the Act. However, the investors in 3C1 funds must be accredited investors, meaning investors who have an annual income of over $200,000 or a net worth in excess of $1 million.

3C1 Funds vs. 3C7 Funds

Private equity funds are usually structured as 3C1 funds or 3C7 funds, the latter being a reference to the 3(c)(7) exemption. Both 3C1 and 3C7 funds are exempt from SEC registration requirements under the Investment Company Act of 1940, but the nature of the exemption is slightly different. Whereas the 3C1 exemption hinges on not exceeding 100 accredited investors, a 3C7 fund must maintain a total of 2,000 or fewer qualified purchasers. However, qualified purchasers must clear a higher bar and have over $5 million in assets, but a 3C7 fund is permitted to have more of these people or entities participating as investors.

3C1 Compliance Challenges

Although 100 accredited investors sound like an easy limit to monitor, it can be a challenging area for fund compliance. Private funds are generally protected in the case of involuntary share transfers. For example, the death of an investor results in shares being split up among family members would be considered an involuntary transfer.

However, these funds can run into issues with shares given as employment incentives. Knowledgeable employees, including executives, directors, and partners, do not count against the fund’s tally. However, employees who leave the firm carrying the shares with them will count against the 100 investor limit. The one hundred person limit is so critical to the investment company exemption and 3C1 status, that private funds put a great deal of effort into making certain they are in compliance.

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Angel Investor Definition and How It Works

Written by admin. Posted in A, Financial Terms Dictionary

Allowance for Bad Debt: Definition and Recording Methods

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What Is an Angel Investor?

An angel investor (also known as a private investor, seed investor or angel funder) is a high-net-worth individual who provides financial backing for small startups or entrepreneurs, typically in exchange for ownership equity in the company. Often, angel investors are found among an entrepreneur’s family and friends. The funds that angel investors provide may be a one-time investment to help the business get off the ground or an ongoing injection to support and carry the company through its difficult early stages.

Key Takeaways

  • An angel investor is usually a high-net-worth individual who funds startups at the early stages, often with their own money.
  • Angel investing is often the primary source of funding for many startups who find it more appealing than other, more predatory, forms of funding.
  • The support that angel investors provide startups fosters innovation which translates into economic growth.
  • These types of investments are risky and usually do not represent more than 10% of the angel investor’s portfolio.

Understanding Angel Investors

Angel investors are individuals who seek to invest at the early stages of startups. These types of investments are risky and usually do not represent more than 10% of the angel investor’s portfolio. Most angel investors have excess funds available and are looking for a higher rate of return than those provided by traditional investment opportunities.

Angel investors provide more favorable terms compared to other lenders, since they usually invest in the entrepreneur starting the business rather than the viability of the business. Angel investors are focused on helping startups take their first steps, rather than the possible profit they may get from the business. Essentially, angel investors are the opposite of venture capitalists.

Angel investors are also called informal investors, angel funders, private investors, seed investors or business angels. These are individuals, normally affluent, who inject capital for startups in exchange for ownership equity or convertible debt. Some angel investors invest through crowdfunding platforms online or build angel investor networks to pool capital together.

Origins of Angel Investors

The term “angel” came from the Broadway theater, when wealthy individuals gave money to propel theatrical productions. The term “angel investor” was first used by the University of New Hampshire’s William Wetzel, founder of the Center for Venture Research. Wetzel completed a study on how entrepreneurs gathered capital.

Who Can Be an Angel Investor?

Angel investors are normally individuals who have gained “accredited investor” status but this isn’t a prerequisite. The Securities and Exchange Commission (SEC) defines an “accredited investor” as one with a net worth of $1M in assets or more (excluding personal residences), or having earned $200k in income for the previous two years, or having a combined income of $300k for married couples. Conversely, being an accredited investor is not synonymous with being an angel investor.

Essentially these individuals both have the finances and desire to provide funding for startups. This is welcomed by cash-hungry startups who find angel investors to be far more appealing than other, more predatory, forms of funding.

Sources of Funding

Angel investors typically use their own money, unlike venture capitalists who take care of pooled money from many other investors and place them in a strategically managed fund.

Though angel investors usually represent individuals, the entity that actually provides the funds may be a limited liability company (LLC), a business, a trust or an investment fund, among many other kinds of vehicles.

Investment Profile

Angel investors who seed startups that fail during their early stages lose their investments completely. This is why professional angel investors look for opportunities for a defined exit strategy, acquisitions or initial public offerings (IPOs).

The effective internal rate of return for a successful portfolio for angel investors is approximately 22%. Though this may look good for investors and seem too expensive for entrepreneurs with early-stage businesses, cheaper sources of financing such as banks are not usually available for such business ventures. This makes angel investments perfect for entrepreneurs who are still financially struggling during the startup phase of their business.

Angel investing has grown over the past few decades as the lure of profitability has allowed it to become a primary source of funding for many startups. This, in turn, has fostered innovation which translates into economic growth.

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Annual Equivalent Rate (AER): Definition, Formula, Examples

Written by admin. Posted in A, Financial Terms Dictionary

Annual Equivalent Rate (AER): Definition, Formula, Examples

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What Is the Annual Equivalent Rate (AER)?

The annual equivalent rate (AER) is the interest rate for a savings account or investment product that has more than one compounding period. AER is calculated under the assumption that any interest paid is included in the principal payment’s balance and the next interest payment will be based on the slightly higher account balance.

Key Takeaways

  • The annual equivalent rate (AER) is the actual interest rate an investment, loan, or savings account will yield after accounting for compounding.
  • AER is also known as the effective annual interest rate or the annual percentage yield (APY).
  • The AER will be higher than the stated or nominal rate if there is more than one compounding period a year.

The AER method means that interest can be compounded several times in a year, depending on the number of times that interest payments are made.

AER is also known as the effective annual interest rate or the annual percentage yield (APY).

The AER is the actual interest rate that an investor will earn for an investment, a loan, or another product, based on compounding. The AER reveals to investors what they can expect to return from an investment (the ROI)—the actual return of the investment based on compounding, which is more than the stated, or nominal, interest rate.

Assuming that interest is calculated—or compounded—more than once a year, the AER will be higher than the stated interest rate. The more compounding periods, the greater the difference between the two will be.

Formula for the AER


Annual equivalent rate = ( 1 + r n ) n 1 where: n = The number of compounding periods (times per year interest is paid) r = The stated interest rate \begin{aligned} &\text{Annual equivalent rate}=\left(1 + \frac{r}{n}\right)^n-1\\ &\textbf{where:}\\ &n=\text{The number of compounding periods (times per year interest is paid)}\\ &r = \text{The stated interest rate}\\ \end{aligned}
Annual equivalent rate=(1+nr)n1where:n=The number of compounding periods (times per year interest is paid)r=The stated interest rate

How to Calculate the AER

To calculate AER:

  1. Divide the stated interest rate by the number of times a year that interest is paid (compounded) and add one.
  2. Raise the result to the number of times a year that interest is paid (compounded)
  3. Subtract one from the subsequent result.

The AER is displayed as a percentage (%).

Example of AER

Let’s look at AER in both savings accounts and bonds.

For a Savings Account

Assume an investor wishes to sell all the securities in their investment portfolio and place all the proceeds in a savings account. The investor is deciding between placing the proceeds in Bank A, Bank B, or Bank C, depending on the highest rate offered. Bank A has a quoted interest rate of 3.7% that pays interest on an annual basis. Bank B has a quoted interest rate of 3.65% that pays interest quarterly, and Bank C has a quoted interest rate of 3.7% that pays interest semi-annually.

The stated interest rate paid on an account offering monthly interest may be lower than the rate on an account offering only one interest payment per year. However, when interest is compounded, the former account may offer higher returns than the latter account. For example, an account offering a rate of 6.25% paid annually may look more attractive than an account paying 6.12% with monthly interest payments. However, the AER on the monthly account is 6.29%, as opposed to an AER of 6.25% on the account with annual interest payments.

Therefore, Bank A would have an annual equivalent rate of 3.7%, or (1 + (0.037 / 1))1 – 1. Bank B has an AER of 3.7% = (1 + (0.0365 / 4))4 – 1, which is equivalent to that of Bank A even though Bank B is compounded quarterly. It would thus make no difference to the investor if they placed their cash in Bank A or Bank B.

On the other hand, Bank C has the same interest rate as Bank A, but Bank C pays interest semi-annually. Consequently, Bank C has an AER of 3.73%, which is more attractive than the other two banks’ AER. The calculation is (1 + (0.037 / 2))2 – 1 = 3.73%.

With a Bond

Let’s now consider a bond issued by General Electric. As of March 2019, General Electric offers a noncallable semiannual coupon with a 4% coupon rate expiring Dec. 15, 2023. The nominal, or stated rate, of the bond, is 8%—or the 4% coupon rate times two annual coupons. However, the annual equivalent rate is higher, given the fact that interest is paid twice a year. The AER of the bond is calculated as (1+ (0.04 / 2 ))2 – 1 = 8.16%.

Annual Equivalent Rate vs. Stated Interest

While the stated interest rate doesn’t account for compounding, the AER does. The stated rate will generally be lower than AER if there’s more than one compounding period. AER is used to determine which banks offer better rates and which investments might be attractive.

Advantages and Disadvantages of the AER

The primary advantage of AER is that it is the real rate of interest because it accounts for the effects of compounding. In addition, it is an important tool for investors because it helps them evaluate bonds, loans, or accounts to understand their real return on investment (ROI).

Unfortunately, when investors are evaluating different investment options, the AER is usually not stated. Investors must do the work of calculating the figure themselves. It’s also important to keep in mind that AER doesn’t include any fees that might be tied to purchasing or selling the investment. Also, compounding itself has limitations, with the maximum possible rate being continuous compounding.

Pros of AER

  • Unlike the APR, AER reveals the actual interest rate

  • Crucial in finding the true ROI from interest-bearing assets. 

Cons of AER

  • Investors must do the work of calculating AER themselves

  • AER doesn’t take into account fees that may be incurred from the investment

  • Compounding has limitations, with the maximum possible rate being continuous compounding

Special Considerations

AER is one of the various ways to calculate interest on interest, which is called compounding. Compounding refers to earning or paying interest on previous interest, which is added to the principal sum of a deposit or loan. Compounding allows investors to boost their returns because they can accrue additional profit based on the interest they’ve already earned.

One of Warren Buffett’s famous quotes is, “My wealth has come from a combination of living in America, some lucky genes, and compound interest.” Albert Einstein reportedly referred to compound interest as mankind’s greatest invention. 

When you are borrowing money (in the form of loans), you want to minimize the effects of compounding. On the other hand, all investors want to maximize compounding on their investments. Many financial institutions will quote interest rates that use compounding principles to their advantage. As a consumer, it is important to understand AER so you can determine the interest rate you are really getting.

Where Can I Find an AER Calculator Online?

What Is a Nominal Interest Rate?

The nominal interest rate is the advertised or stated interest rate on a loan, without taking into account any fees or compounding of interest. The nominal interest rate is what is specified in the loan contract, without adjusting for compounding. Once the compounding adjustment has been made, this is the effective interest rate.

What Is a Real Interest Rate?

A real interest rate is an interest rate that has been adjusted to remove the effects of inflation. Real interest rates reflect the real cost of funds, in the case of a loan (and a borrower) and the real yield (or ROI) for an investor. The real interest rate of an investment is calculated as the difference between the nominal interest rate and the inflation rate.

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Annual General Meeting (AGM): Definition and Purpose

Written by admin. Posted in A, Financial Terms Dictionary

Annual General Meeting (AGM): Definition and Purpose

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What Is an Annual General Meeting (AGM)?

An annual general meeting (AGM) is a yearly gathering of a company’s interested shareholders. At an AGM, the directors of the company present an annual report containing information for shareholders about the company’s performance and strategy.

Shareholders with voting rights vote on current issues, such as appointments to the company’s board of directors, executive compensation, dividend payments, and the selection of auditors.

Key Takeaways

  • An annual general meeting (AGM) is the yearly gathering of a company’s interested shareholders.
  • At an annual general meeting (AGM), directors of the company present the company’s financial performance and shareholders vote on the issues at hand.
  • Shareholders who do not attend the meeting in person may usually vote by proxy, which can be done online or by mail.
  • At an AGM, there is often a time set aside for shareholders to ask questions to the directors of the company.
  • Activist shareholders may use an AGM as an opportunity to express their concerns.

Click Play to Learn What Annual General Meetings Are

How an Annual General Meeting (AGM) Works

An annual general meeting, or annual shareholder meeting, is primarily held to allow shareholders to vote on both company issues and the selection of the company’s board of directors. In large companies, this meeting is typically the only time during the year when shareholders and executives interact.

The exact rules governing an AGM vary according to jurisdiction. As outlined by many states in their laws of incorporation, both public and private companies must hold AGMs, though the rules tend to be more stringent for publicly traded companies.

Public companies must file annual proxy statements, known as Form DEF 14A, with the Securities and Exchange Commission (SEC). The filing will specify the date, time, and location of the annual meeting, as well as executive compensation and any material matters of the company concerning shareholder voting and nominated directors.

Annual general meetings (AGMs) are important for the transparency they provide, the ability to include shareholders, as well as bringing management to accountability.

Qualifications for an Annual General Meeting (AGM)

The corporate bylaws that govern a company, along with its jurisdiction, memorandum, and articles of association, contain the rules governing an AGM. For example, there are provisions detailing how far in advance shareholders must be notified of where and when an AGM will be held and how to vote by proxy. In most jurisdictions, the following items, by law, must be discussed at an AGM:

  • Minutes of the previous meeting: The minutes of the previous year’s AGM must be presented and approved.
  • Financial statements: The company presents its annual financial statements to its shareholders for approval.
  • Ratification of the director’s actions: The shareholders approve and ratify (or not) the decisions made by the board of directors over the previous year. This often includes the payment of a dividend.
  • Election of the board of directors: The shareholders elect the board of directors for the upcoming year.

Additional Topics Covered at an Annual General Meeting (AGM)

If the company has not been performing well, the AGM is also when shareholders can question the board of directors and management as to why performance has been poor. The shareholders can demand satisfactory answers as well as to inquire about the strategies that management plans to implement to turn the company around.

The AGM is also when shareholders can vote on company matters other than electing the board of directors. For example, if management is contemplating a merger or an acquisition, the proposal can be presented to the shareholders and they can vote on whether or not the company should proceed.

Several other elements may be added to an AGM agenda. Often, the company’s directors and executives use an AGM as their opportunity to share their vision of the company’s future with the shareholders. For example, at the AGM for Berkshire Hathaway, Warren Buffett delivers long speeches on his views of the company and the economy as a whole.

Berkshire Hathaway’s annual gathering has become so popular that it is attended by tens of thousands of people each year, and it’s been dubbed the “Woodstock for Capitalists.”

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