The staff of the U.S. Securities and Exchange Commission’s Division of Investment Management published a statement on how federal securities laws apply to pooled employer plans created by the SECURE Act. It said it would not object if a pooled employer plan treats itself as a single employer plan for purposes of the Investment Company Act’s single trust exclusion, allowing it to avoid investment company registration, provided the plan is subject to ERISA and satisfies the relevant Internal Revenue Code qualification requirements. The staff also said a bank maintained collective investment trust may rely on Securities Act rule 180 to issue interests without registration to a pooled employer plan that covers self-employed individuals, provided the plan is subject to ERISA and the issuance meets rule 180(a)(1) and (a)(3). The statement addresses questions created by the fact that pooled employer plans bring together multiple unrelated employers, while the single trust provisions and rule 180 were historically interpreted as covering plans of a single employer, related employers, or interrelated partnerships. The staff said it is reasonable to treat pooled employer plans as single employer plans in this setting because Congress, through the SECURE Act, amended ERISA and the Code to treat them that way under those statutes. For rule 180, the staff said the required financial sophistication analysis may be applied to the pooled plan provider rather than each participating employer, reflecting the provider’s fiduciary and administrative role. The position also extends to other investment options that would otherwise qualify for rule 180, including interests in single trust funds and securities arising from insurance contracts. The staff noted that interests relying on rule 180 remain subject to Securities Act anti-fraud provisions. It also said the statement concerns the availability of the single trust exclusion and rule 180, not interests in pooled employer plans sold to participants, which may rely on other available Securities Act exemptions if their conditions are met. The statement reflects staff views only, not a Commission rule or approval, and it has no legal force or effect.
U.S. Securities & Exchange Commission2026-05-04
U.S. Securities and Exchange Commission staff clarifies pooled employer plans may be treated as single employer plans for single trust and collective investment trust exemptions
Staff of the SEC’s Division of Investment Management clarified how federal securities laws apply to pooled employer plans under the SECURE Act. The staff will not object if these plans treat themselves as single employer plans for the Investment Company Act’s single trust exclusion and if bank collective investment trusts rely on Securities Act rule 180 to issue interests to them, provided the plans are ERISA-covered and meet Internal Revenue Code and rule 180 conditions. The non-binding guidance confirms that rule 180’s financial sophistication analysis may be applied at the pooled plan provider level and that interests relying on rule 180 remain subject to Securities Act anti-fraud provisions.