Section 90. Ownership of securities held in trust

A. Beneficial ownership of a security for the purpose of subsection A of the Act shall include:

1. The ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust.

2. The ownership of a vested beneficial interest in a trust, and

3. The ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries.

B. Except as provided in subdivision C hereof, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of subsection A of the Act where less than 20% in market value of the securities having a readily ascertainable market value held by such trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which reports would otherwise be required. Exemption is likewise accorded from subsection A of the Act (Section 38.2-214 of the Code of Virginia) with respect to any obligation which would otherwise be imposed solely by reason of ownership as a settlor or beneficiary of securities held in trust, where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption pursuant to this subsection shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of subsection A of the Act.

C. In the event that 10% of any class of any equity security of an insurer is held in a trust, that trust and the trustees thereof as such shall be deemed a person required to file the reports specified in subsection A of the Act.

D. Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or 10% stockholders who are either trustees, settlors, or beneficiaries of a trust, provided that the report filed shall disclose the names of all trustees, settlors and beneficiaries who are officers, directors or 10% stockholders. A person having an interest only as a beneficiary of a trust shall not be required to file any such report so long as he relies in good faith upon an understanding that the trustee of such trust will file whatever reports might otherwise be required of such beneficiary.

E. As used in this section, the "immediate family" of a trustee means:

1. A son or daughter of the trustee, or a descendant of either;

2. A stepson or stepdaughter of the trustee;

3. The father or mother of the trustee, or an ancestor of either;

4. A stepfather or stepmother of the trustee;

5. A spouse of the trustee.

For the purpose of determining whether any of the foregoing relations exists, a legally adopted child of a person shall be considered a child of such person by blood.

F. In determining, for the purpose of subsection A of the Act, whether a person is the beneficial owner, directly or indirectly, of more than 10% of any class of any equity security, the interest of such person in the remainder of a trust shall be excluded from the computation.

G. No report shall be required by any person, whether or not otherwise subject to the requirement of filing reports under subsection A of the Act, with respect to his indirect interest in portfolio securities held by:

1. A pension or retirement plan holding securities of an insurer whose employees generally are the beneficiaries of the plan,

2. A business trust with over 25 beneficiaries.

H. Nothing in this section shall be deemed to impose any duties or liabilities with respect to reporting any transaction or holding prior to its effective date.

Historical Notes

Derived from Regulation 5, Case No. 18773, Rule 9, eff. April 1, 1970.

Statutory Authority

§ 38.2-214 of the Code of Virginia.