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United States Code (Last Updated: May 24, 2014) |
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Title 15. COMMERCE AND TRADE |
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Chapter 2B. SECURITIES EXCHANGES |
§ 78c. Definitions and application
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(a) Definitions When used in this chapter, unless the context otherwise requires— (1) The term “exchange” means any organization, association, or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange. (2) The term “facility” when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or service. (3) (A) The term “member” when used with respect to a national securities exchange means (i) any natural person permitted to effect transactions on the floor of the exchange without the services of another person acting as broker, (ii) any registered broker or dealer with which such a natural person is associated, (iii) any registered broker or dealer permitted to designate as a representative such a natural person, and (iv) any other registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this chapter, the rules and regulations thereunder, and its own rules. For purposes of sections 78f(b)(1), 78f(b)(4), 78f(b)(6), 78f(b)(7), 78f(d), 78q(d), 78s(d), 78s(e), 78s(g), 78s(h), and 78u of this title, the term “member” when used with respect to a national securities exchange also means, to the extent of the rules of the exchange specified by the Commission, any person required by the Commission to comply with such rules pursuant to section 78f(f) of this title. (B) The term “member” when used with respect to a registered securities association means any broker or dealer who agrees to be regulated by such association and with respect to whom the association undertakes to enforce compliance with the provisions of this chapter, the rules and regulations thereunder, and its own rules. (4) Broker.— (A) In general.— The term “broker” means any person engaged in the business of effecting transactions in securities for the account of others. (B) Exception for certain bank activities.— A bank shall not be considered to be a broker because the bank engages in any one or more of the following activities under the conditions described: (i) Third party brokerage arrangements.— The bank enters into a contractual or other written arrangement with a broker or dealer registered under this chapter under which the broker or dealer offers brokerage services on or off the premises of the bank if— (I) such broker or dealer is clearly identified as the person performing the brokerage services; (II) the broker or dealer performs brokerage services in an area that is clearly marked and, to the extent practicable, physically separate from the routine deposit-taking activities of the bank; (III) any materials used by the bank to advertise or promote generally the availability of brokerage services under the arrangement clearly indicate that the brokerage services are being provided by the broker or dealer and not by the bank; (IV) any materials used by the bank to advertise or promote generally the availability of brokerage services under the arrangement are in compliance with the Federal securities laws before distribution; (V) bank employees (other than associated persons of a broker or dealer who are qualified pursuant to the rules of a self-regulatory organization) perform only clerical or ministerial functions in connection with brokerage transactions including scheduling appointments with the associated persons of a broker or dealer, except that bank employees may forward customer funds or securities and may describe in general terms the types of investment vehicles available from the bank and the broker or dealer under the arrangement; (VI) bank employees do not receive incentive compensation for any brokerage transaction unless such employees are associated persons of a broker or dealer and are qualified pursuant to the rules of a self-regulatory organization, except that the bank employees may receive compensation for the referral of any customer if the compensation is a nominal one-time cash fee of a fixed dollar amount and the payment of the fee is not contingent on whether the referral results in a transaction; (VII) such services are provided by the broker or dealer on a basis in which all customers that receive any services are fully disclosed to the broker or dealer; (VIII) the bank does not carry a securities account of the customer except as permitted under clause (ii) or (viii) of this subparagraph; and (IX) the bank, broker, or dealer informs each customer that the brokerage services are provided by the broker or dealer and not by the bank and that the securities are not deposits or other obligations of the bank, are not guaranteed by the bank, and are not insured by the Federal Deposit Insurance Corporation. (ii) Trust activities.— The bank effects transactions in a trustee capacity, or effects transactions in a fiduciary capacity in its trust department or other department that is regularly examined by bank examiners for compliance with fiduciary principles and standards, and— (I) is chiefly compensated for such transactions, consistent with fiduciary principles and standards, on the basis of an administration or annual fee (payable on a monthly, quarterly, or other basis), a percentage of assets under management, or a flat or capped per order processing fee equal to not more than the cost incurred by the bank in connection with executing securities transactions for trustee and fiduciary customers, or any combination of such fees; and (II) does not publicly solicit brokerage business, other than by advertising that it effects transactions in securities in conjunction with advertising its other trust activities. (iii) Permissible securities transactions.— The bank effects transactions in— (I) commercial paper, bankers acceptances, or commercial bills; (II) exempted securities; (III) qualified Canadian government obligations as defined in section 24 of title 12, in conformity with section 78o–5 of this title and the rules and regulations thereunder, or obligations of the North American Development Bank; or (IV) any standardized, credit enhanced debt security issued by a foreign government pursuant to the March 1989 plan of then Secretary of the Treasury Brady, used by such foreign government to retire outstanding commercial bank loans. (iv) Certain stock purchase plans.— (I) Employee benefit plans.— The bank effects transactions, as part of its transfer agency activities, in the securities of an issuer as part of any pension, retirement, profit-sharing, bonus, thrift, savings, incentive, or other similar benefit plan for the employees of that issuer or its affiliates (as defined in section 1841 of title 12), if the bank does not solicit transactions or provide investment advice with respect to the purchase or sale of securities in connection with the plan. (II) Dividend reinvestment plans.— The bank effects transactions, as part of its transfer agency activities, in the securities of an issuer as part of that issuer’s dividend reinvestment plan, if— (aa) the bank does not solicit transactions or provide investment advice with respect to the purchase or sale of securities in connection with the plan; and (bb) the bank does not net shareholders’ buy and sell orders, other than for programs for odd-lot holders or plans registered with the Commission. (III) Issuer plans.— The bank effects transactions, as part of its transfer agency activities, in the securities of an issuer as part of a plan or program for the purchase or sale of that issuer’s shares, if— (aa) the bank does not solicit transactions or provide investment advice with respect to the purchase or sale of securities in connection with the plan or program; and (bb) the bank does not net shareholders’ buy and sell orders, other than for programs for odd-lot holders or plans registered with the Commission. (IV) Permissible delivery of materials.— The exception to being considered a broker for a bank engaged in activities described in subclauses (I), (II), and (III) will not be affected by delivery of written or electronic plan materials by a bank to employees of the issuer, shareholders of the issuer, or members of affinity groups of the issuer, so long as such materials are— (aa) comparable in scope or nature to that permitted by the Commission as of November 12, 1999 ; or(bb) otherwise permitted by the Commission. (v) Sweep accounts.— The bank effects transactions as part of a program for the investment or reinvestment of deposit funds into any no-load, open-end management investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.] that holds itself out as a money market fund. (vi) Affiliate transactions.— The bank effects transactions for the account of any affiliate of the bank (as defined in section 1841 of title 12) other than— (I) a registered broker or dealer; or (II) an affiliate that is engaged in merchant banking, as described in section 1843(k)(4)(H) of title 12. (vii) Private securities offerings.— The bank— (I) effects sales as part of a primary offering of securities not involving a public offering, pursuant to section 3(b), 4(2), Emerging growth company.— The term “emerging growth company” means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of— (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a “large accelerated filer”, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto. (80) 7 Funding portal.— The term “funding portal” means any person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others, solely pursuant to section 4(6) 1 of the Securities Act of 1933 (15 U.S.C. 77d(6)), that does not— (A) offer investment advice or recommendations; (B) solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal; (C) compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal; (D) hold, manage, possess, or otherwise handle investor funds or securities; or (E) engage in such other activities as the Commission, by rule, determines appropriate. (b) Power to define technical, trade, accounting, and other terms The Commission and the Board of Governors of the Federal Reserve System, as to matters within their respective jurisdictions, shall have power by rules and regulations to define technical, trade, accounting, and other terms used in this chapter, consistently with the provisions and purposes of this chapter.
(c) Application to governmental departments or agencies No provision of this chapter shall apply to, or be deemed to include, any executive department or independent establishment of the United States, or any lending agency which is wholly owned, directly or indirectly, by the United States, or any officer, agent, or employee of any such department, establishment, or agency, acting in the course of his official duty as such, unless such provision makes specific reference to such department, establishment, or agency.
(d) Issuers of municipal securities No issuer of municipal securities or officer or employee thereof acting in the course of his official duties as such shall be deemed to be a “broker”, “dealer”, or “municipal securities dealer” solely by reason of buying, selling, or effecting transactions in the issuer’s securities.
(e) Charitable organizations (1) Exemption Notwithstanding any other provision of this chapter, but subject to paragraph (2) of this subsection, a charitable organization, as defined in section 3(c)(10)(D) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(10)(D)], or any trustee, director, officer, employee, or volunteer of such a charitable organization acting within the scope of such person’s employment or duties with such organization, shall not be deemed to be a “broker”, “dealer”, “municipal securities broker”, “municipal securities dealer”, “government securities broker”, or “government securities dealer” for purposes of this chapter solely because such organization or person buys, holds, sells, or trades in securities for its own account in its capacity as trustee or administrator of, or otherwise on behalf of or for the account of— (A) such a charitable organization; (B) a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(10)(B)]; or (C) a trust or other donative instrument described in section 3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(10)(B)], or the settlors (or potential settlors) or beneficiaries of any such trust or other instrument. (2) Limitation on compensation The exemption provided under paragraph (1) shall not be available to any charitable organization, or any trustee, director, officer, employee, or volunteer of such a charitable organization, unless each person who, on or after 90 days after
December 8, 1995 , solicits donations on behalf of such charitable organization from any donor to a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(10)(B)], is either a volunteer or is engaged in the overall fund raising activities of a charitable organization and receives no commission or other special compensation based on the number or the value of donations collected for the fund.(f) Consideration of promotion of efficiency, competition, and capital formation Whenever pursuant to this chapter the Commission is engaged in rulemaking, or in the review of a rule of a self-regulatory organization, and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.
(g) Church plans No church plan described in section 414(e) of title 26, no person or entity eligible to establish and maintain such a plan under title 26, no company or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], and no trustee, director, officer or employee of or volunteer for such plan, company, account, person, or entity, acting within the scope of that person’s employment or activities with respect to such plan, shall be deemed to be a “broker”, “dealer”, “municipal securities broker”, “municipal securities dealer”, “government securities broker”, “government securities dealer”, “clearing agency”, or “transfer agent” for purposes of this chapter— (1) solely because such plan, company, person, or entity buys, holds, sells, trades in, or transfers securities or acts as an intermediary in making payments in connection with transactions in securities for its own account in its capacity as trustee or administrator of, or otherwise on behalf of, or for the account of, any church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)]; and (2) if no such person or entity receives a commission or other transaction-related sales compensation in connection with any activities conducted in reliance on the exemption provided by this subsection. (h) Limited exemption for funding portals (1) In general The Commission shall, by rule, exempt, conditionally or unconditionally, a registered funding portal from the requirement to register as a broker or dealer under section 78o(a)(1) of this title, provided that such funding portal— (A) remains subject to the examination, enforcement, and other rulemaking authority of the Commission; (B) is a member of a national securities association registered under section 78o–3 of this title; and (C) is subject to such other requirements under this chapter as the Commission determines appropriate under such rule. (2) National securities association membership For purposes of sections 78o(b)(8) and 78o–3 of this title, the term “broker or dealer” includes a funding portal and the term “registered broker or dealer” includes a registered funding portal, except to the extent that the Commission, by rule, determines otherwise, provided that a national securities association shall only examine for and enforce against a registered funding portal rules of such national securities association written specifically for registered funding portals.
Amendments
Unless otherwise provided, amendment by subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 effective on the later of 360 days after
References In Text
This chapter, referred to in subsecs. (a), (b), (c), (e)(1), (f), and (g), and (h)(1)(C), was in the original “this title”. See References in Text note set out under section 78a of this title.
The Investment Company Act of 1940, referred to in subsec. (a)(4)(B)(v), (19), (47), (51)(A)(iii), is title I of act Aug. 20, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.
Section 4(2), (5), and (6) of the Securities Act of 1933, referred to in subsec. (a)(4)(B)(vii)(I) and (80) defining “funding portal”, was redesignated section 4(a)(2), (5), and (6), respectively, of that Act by Pub. L. 112–106, title II, § 201(b)(1), (c)(1),
This chapter, referred to in subsec. (a)(4)(B)(vii)(II), was in the original “this Act”. See References in Text note set out under section 78a of this title.
Section 206 of the Gramm-Leach-Bliley Act, referred to in subsec. (a)(4)(B)(ix), (5)(C)(iv), (54)(B), is section 206 of Pub. L. 106–102, which is set out as a note below.
Subsec. (e) of section 78o of this title, referred to in subsec. (a)(4)(E), was redesignated (f) by Pub. L. 111–203, title IX, § 929X(c)(1),
Section 1462 of title 12, referred to in subsec. (a)(6)(A), (C), was amended by Pub. L. 111–203, title III, § 369(2)(C),
The Investment Advisers Act of 1940, referred to in subsec. (a)(20), (47), is title II of act Aug. 20, 1940, ch. 686, 54 Stat. 847, which is classified generally to subchapter II (§ 80b–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80b–20 of this title and Tables.
Section 78w(b) of this title, referred to in subsec. (a)(26), was omitted from the Code.
Section 103 of title 26, referred to in subsec. (a)(29), which related to interest on certain governmental obligations, was amended generally by Pub. L. 99–514, title XIII, § 1301(a),
The Federal Deposit Insurance Act, referred to in subsec. (a)(34)(D), (F)(iii), (H)(iii), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see Short Title note set out under section 1811 of Title 12 and Tables.
The International Banking Act of 1978, referred to in subsec. (a)(34)(G)(i) to (iii), (46)(B), is Pub. L. 95–369,
Section 25 of the Federal Reserve Act, referred to in subsec. (a)(34)(G)(ii), is classified to subchapter I (§ 601 et seq.) of chapter 6 of Title 12, Banks and Banking. Section 25A of the Federal Reserve Act, referred to in subsec. (a)(34)(G)(ii), (H)(ii), is classified to subchapter II (§ 611 et seq.) of chapter 6 of Title 12.
The Commodity Exchange Act, referred to in subsec. (a)(39)(B)(ii), (C), (55)(A), is act Sept. 21, 1922, ch. 369, 42 Stat. 998, which is classified generally to chapter 1 (§ 1 et seq.) of Title 7, Agriculture. For complete classification of this Act to the Code, see section 1 of Title 7 and Tables.
The Securities Act of 1933, referred to in subsec. (a)(47) and (80)(B) defining “emerging growth company”, is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.
The Securities Exchange Act of 1934, referred to in subsec. (a)(47), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified generally to this chapter (§ 78a et seq.). For complete classification of this Act to the Code, see section 78a of this title and Tables.
The Sarbanes-Oxley Act of 2002, referred to in subsec. (a)(47), is Pub. L. 107–204,
The Trust Indenture Act of 1939, referred to in subsec. (a)(47), is title III of act May 27, 1933, ch. 38, as added Aug. 3, 1939, ch. 411, 53 Stat. 1149, which is classified generally to subchapter III (§ 77aaa et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77aaa of this title and Tables.
The Securities Investor Protection Act of 1970, referred to in subsec. (a)(47), is Pub. L. 91–598,
Section 301(d) of the Small Business Investment Act of 1958, referred to in subsec. (a)(54)(A)(iv), was classified to section 681(d) of this title and was repealed by Pub. L. 104–208, div. D, title II, § 208(b)(3)(A),
The Employee Retirement Income Security Act of 1974, referred to in subsec. (a)(54)(A)(v), is Pub. L. 93–406,
Section 206A of the Gramm-Leach-Bliley Act, referred to in subsec. (a)(78)(A), is section 206A of Pub. L. 106–102, which is set out as a note below.
Codification
Words “Philippine Islands” deleted from definition of term “State” in subsec. (a)(16) under authority of Proc. No. 2695, which granted independence to the Philippine Islands. Proc. No. 2695 was issued pursuant to section 1394 of Title 22, Foreign Relations and Intercourse, and is set out as a note under that section.
Amendments
2012—Subsec. (a)(77), (79). Pub. L. 112–106, § 101(b)(1), redesignated par. (77) defining “asset-backed security” as (79).
Subsec. (a)(80). Pub. L. 112–106, § 304(b), added par. (80) defining “funding portal”.
Pub. L. 112–106, § 101(b)(2), added par. (80) defining “emerging growth company”.
Subsec. (h). Pub. L. 112–106, § 304(a)(1), added subsec. (h).
2010—Subsec. (a)(4)(B)(vii)(I). Pub. L. 111–203, § 944(b), substituted “4(5)” for “4(6)”.
Subsec. (a)(5)(A), (B). Pub. L. 111–203, § 761(a)(1), inserted “(not including security-based swaps, other than security-based swaps with or for persons that are not eligible contract participants)” after “securities”.
Subsec. (a)(10). Pub. L. 111–203, § 761(a)(2), inserted “security-based swap,” after “security future,”.
Subsec. (a)(13). Pub. L. 111–203, § 761(a)(3), inserted at end “For security-based swaps, such terms include the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require.”
Subsec. (a)(14). Pub. L. 111–203, § 761(a)(4), inserted at end “For security-based swaps, such terms include the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require.”
Subsec. (a)(34). Pub. L. 111–203, § 376(1)(G), struck out “, and the term ‘District of Columbia savings and loan association’ means any association subject to examination and supervision by the Office of Thrift Supervision under section 1466a of title 12” after “section 1841 of title 12” in concluding provisions.
Subsec. (a)(34)(A)(i). Pub. L. 111–203, § 376(1)(A)(i), substituted “a subsidiary or a department or division of any such bank, a Federal savings association (as defined in section 3(b)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation, or a subsidiary or department or division of any such Federal savings association” for “or a subsidiary or a department or division of any such bank”.
Subsec. (a)(34)(A)(ii). Pub. L. 111–203, § 376(1)(A)(ii), substituted “a subsidiary or a department or division of such subsidiary, or a savings and loan holding company” for “or a subsidiary or a department or division of such subsidiary”.
Subsec. (a)(34)(A)(iii). Pub. L. 111–203, § 376(1)(A)(iii), substituted “a subsidiary or department or division of any such bank, a State savings association (as defined in section 3(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation, or a subsidiary or a department or division of any such State savings association; and” for “or a subsidiary or department or division thereof;”.
Subsec. (a)(34)(A)(iv), (v). Pub. L. 111–203, § 376(1)(A)(iv), (v), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “the Director of the Office of Thrift Supervision, in the case of a savings association (as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b))), the deposits of which are insured by the Federal Deposit Insurance Corporation, a subsidiary or a department or division of any such savings association, or a savings and loan holding company; and”.
Subsec. (a)(34)(B)(i). Pub. L. 111–203, § 376(1)(B)(i), substituted “a subsidiary of any such bank, a Federal savings association (as defined in section 3(b)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation, or a subsidiary of any such Federal savings association” for “or a subsidiary of any such bank”.
Subsec. (a)(34)(B)(ii). Pub. L. 111–203, § 376(1)(B)(ii), substituted “a subsidiary of a bank holding company that is a bank other than a bank specified in clause (i) or (iii) of this subparagraph, or a savings and loan holding company” for “or a subsidiary of a bank holding company which is a bank other than a bank specified in clause (i), (iii), or (iv) of this subparagraph”.
Subsec. (a)(34)(B)(iii). Pub. L. 111–203, § 376(1)(B)(iii), substituted “a subsidiary of any such bank, a State savings association (as defined in section 3(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation, or a subsidiary of any such State savings association; and” for “or a subsidiary thereof;”.
Subsec. (a)(34)(B)(iv), (v). Pub. L. 111–203, § 376(1)(B)(iv), (v), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “the Director of the Office of Thrift Supervision, in the case of a savings association (as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b))), the deposits of which are insured by the Federal Deposit Insurance Corporation, or a subsidiary of any such savings association, or a savings and loan holding company; and”.
Subsec. (a)(34)(C)(i). Pub. L. 111–203, § 376(1)(C)(i), inserted “or a Federal savings association (as defined in section 3(b)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation” after “bank”.
Subsec. (a)(34)(C)(ii). Pub. L. 111–203, § 376(1)(C)(ii), substituted “a subsidiary of a bank holding company that is a bank other than a bank specified in clause (i) or (iii) of this subparagraph, or a savings and loan holding company” for “or a subsidiary of a bank holding company which is a bank other than a bank specified in clause (i), (iii), or (iv) of this subparagraph”.
Subsec. (a)(34)(C)(iii). Pub. L. 111–203, § 376(1)(C)(iii), inserted “or a State savings association (as defined in section 3(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation; and” after “System)”.
Subsec. (a)(34)(C)(iv), (v). Pub. L. 111–203, § 376(1)(C)(iv), (v), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “the Director of the Office of Thrift Supervision, in the case of a savings association (as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b))), the deposits of which are insured by the Federal Deposit Insurance Corporation, a savings and loan holding company, or a subsidiary of a savings and loan holding company when the appropriate regulatory agency for such clearing agency is not the Commission; and”.
Subsec. (a)(34)(D)(i). Pub. L. 111–203, § 376(1)(D)(i), inserted “or a Federal savings association (as defined in section 3(b)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation” after “bank”.
Subsec. (a)(34)(D)(ii) to (iv). Pub. L. 111–203, § 376(1)(D)(ii)–(v), in cl. (ii), inserted “and” at end, redesignated cl. (iv) as (iii), in cl. (iii), inserted “or a State savings association (as defined in section 3(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation” after “bank”, and struck out former cl. (iii) which read as follows: “the Director of the Office of Thrift Supervision, in the case of a savings association (as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b))) the deposits of which are insured by the Federal Deposit Insurance Corporation; and”.
Subsec. (a)(34)(F)(i). Pub. L. 111–203, § 376(1)(E)(i), inserted “or a Federal savings association (as defined in section 3(b)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation” after “bank”.
Subsec. (a)(34)(F)(ii) to (v). Pub. L. 111–203, § 376(1)(E)(ii)–(iv), redesignated cls. (iii) to (v) as (ii) to (iv), respectively, in cl. (iii), inserted “or a State savings association (as defined in section 3(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation” before semicolon, and struck out former cl. (ii) which read as follows: “the Director of the Office of Thrift Supervision, in the case of a savings association (as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813(b))), the deposits of which are insured by the Federal Deposit Insurance Corporation; and”.
Subsec. (a)(34)(G)(i). Pub. L. 111–203, § 376(1)(F)(i), inserted “, a Federal savings association (as defined in section 3(b)(2) of the Federal Deposit Insurance Act), the deposits of which are insured by the Federal Deposit Insurance Corporation,” after “national bank”.
Subsec. (a)(34)(G)(iii). Pub. L. 111–203, § 376(1)(F)(ii), inserted “, a State savings association (as defined in section 3(b)(3) of the Federal Deposit Insurance Act), the deposits of which are insured by the Federal Deposit Insurance Corporation,” after “savings bank)” and inserted “and” at end.
Subsec. (a)(34)(G)(iv), (v). Pub. L. 111–203, § 376(1)(F)(iii), (iv), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “the Director of the Office of Thrift Supervision, in the case of a savings association (as defined in section 3(b) of the Federal Deposit Insurance Act) the deposits of which are insured by the Federal Deposit Insurance Corporation;”.
Subsec. (a)(39)(B)(i)(I). Pub. L. 111–203, § 761(a)(5)(A)(i), substituted “government securities dealer, security-based swap dealer, or major security-based swap participant” for “or government securities dealer”.
Subsec. (a)(39)(B)(i)(II). Pub. L. 111–203, § 761(a)(5)(A)(ii), inserted “security-based swap dealer, major security-based swap participant,” after “government securities dealer,”.
Subsec. (a)(39)(C). Pub. L. 111–203, § 761(a)(5)(B), substituted “government securities dealer, security-based swap dealer, or major security-based swap participant” for “or government securities dealer”.
Subsec. (a)(39)(D). Pub. L. 111–203, § 761(a)(5)(C), inserted “security-based swap dealer, major security-based swap participant,” after “government securities dealer,”.
Subsec. (a)(41). Pub. L. 111–203, § 939(e)(1), substituted “meets standards of credit-worthiness as established by the Commission” for “is rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization” in introductory provisions.
Subsec. (a)(47). Pub. L. 111–203, § 986(a)(1), struck out “the Public Utility Holding Company Act of 1935,” before “the Trust Indenture Act of 1939”.
Subsec. (a)(53)(A). Pub. L. 111–203, § 939(e)(2), substituted “meets standards of credit-worthiness as established by the Commission” for “is rated in 1 of the 4 highest rating categories by at least 1 nationally recognized statistical rating organization” in introductory provisions.
Subsec. (a)(55)(A). Pub. L. 111–203, § 985(b)(2)(A), made technical amendment to reference in original act which appears in text as reference to paragraph (12) of this subsection.
Subsec. (a)(62). Pub. L. 111–203, § 932(b), redesignated subpars. (B) and (C) as (A) and (B), respectively, and struck out former subpar. (A) which read as follows: “has been in business as a credit rating agency for at least the 3 consecutive years immediately preceding the date of its application for registration under section 78o–7 of this title;”.
Subsec. (a)(65) to (76). Pub. L. 111–203, § 761(a)(6), added pars. (65) to (76).
Subsec. (a)(77). Pub. L. 111–203, § 941(a), which directed amendment of subsec. (a) by adding par. (77) relating to asset-backed security “at the end”, was executed by making the addition after par. (78) to reflect the probable intent of Congress. See Effective Date of 2010 Amendment note below.
Pub. L. 111–203, § 761(a)(6), added par. (77) relating to security-based swap execution facility.
Subsec. (a)(78). Pub. L. 111–203, § 761(a)(6), added par. (78).
Subsec. (g). Pub. L. 111–203, § 985(b)(2)(B), substituted “account, person” for “account person” in introductory provisions.
2006—Subsec. (a)(4)(F). Pub. L. 109–351, § 101(a)(1), added subpar. (F).
Subsec. (a)(6)(A). Pub. L. 109–351, § 401(a)(1)(A), inserted “or a Federal savings association, as defined in section 1462(5) of title 12” after “a banking institution organized under the laws of the United States”.
Subsec. (a)(6)(C). Pub. L. 109–351, § 401(a)(1)(B), inserted “or savings association, as defined in section 1462(4) of title 12” after “other banking institution” and “or savings associations” after “having supervision over banks”.
Subsec. (a)(34). Pub. L. 109–351, § 401(a)(2)(G), inserted at end of concluding provisions “As used in this paragraph, the term ‘savings and loan holding company’ has the same meaning as in section 1467a(a) of title 12.”
Subsec. (a)(34)(A)(ii). Pub. L. 109–351, § 401(a)(2)(A)(i), substituted “clause (i), (iii), or (iv)” for “clause (i) or (iii)”.
Subsec. (a)(34)(A)(iv), (v). Pub. L. 109–351, § 401(a)(2)(A)(ii)–(iv), added cl. (iv) and redesignated former cl. (iv) as (v).
Subsec. (a)(34)(B)(ii). Pub. L. 109–351, § 401(a)(2)(B)(i), substituted “clause (i), (iii), or (iv)” for “clause (i) or (iii)”.
Subsec. (a)(34)(B)(iv), (v). Pub. L. 109–351, § 401(a)(2)(B)(ii)–(iv), added cl. (iv) and redesignated former cl. (iv) as (v).
Subsec. (a)(34)(C)(ii). Pub. L. 109–351, § 401(a)(2)(C)(i), substituted “clause (i), (iii), or (iv)” for “clause (i) or (iii)”.
Subsec. (a)(34)(C)(iv), (v). Pub. L. 109–351, § 401(a)(2)(C)(ii)–(iv), added cl. (iv) and redesignated former cl. (iv) as (v).
Subsec. (a)(34)(D)(iii), (iv). Pub. L. 109–351, § 401(a)(2)(D), added cl. (iii) and redesignated former cl. (iii) as (iv).
Subsec. (a)(34)(F)(ii) to (v). Pub. L. 109–351, § 401(a)(2)(E), added cl. (ii) and redesignated former cls. (ii) to (iv) as (iii) to (v), respectively.
Subsec. (a)(34)(H). Pub. L. 109–351, § 401(a)(2)(F), moved subpar. (H) and inserted it immediately after subpar. (G).
Subsec. (a)(60) to (64). Pub. L. 109–291 added pars. (60) to (64).
2004—Subsec. (a)(12)(C)(iv). Pub. L. 108–359 added cl. (iv).
Subsec. (a)(34)(A)(i), (B)(i), (C)(i), (D)(i), (F)(i). Pub. L. 108–386, § 8(f)(1), struck out “or a bank operating under the Code of Law for the District of Columbia” after “national bank”.
Subsec. (a)(34)(G)(i). Pub. L. 108–386, § 8(f)(2), struck out “, a bank in the District of Columbia examined by the Comptroller of the Currency,” after “national bank”.
Subsec. (a)(34)(H)(i). Pub. L. 108–386, § 8(f)(3), struck out “or a bank in the District of Columbia examined by the Comptroller of the Currency” after “national bank”.
Subsec. (a)(42)(B). Pub. L. 108–447 inserted “by the Tennessee Valley Authority or” after “issued or guaranteed”.
2002—Subsec. (a)(39)(F). Pub. L. 107–204, § 604(c)(1)(A), inserted “, or is subject to an order or finding,” before “enumerated” and substituted “(H), or (G)” for “or (G)”.
Subsec. (a)(47). Pub. L. 107–204, § 2(b), inserted “the Sarbanes-Oxley Act of 2002,” before “the Public Utility Holding Company Act of 1935”.
Subsec. (a)(58), (59). Pub. L. 107–204, § 205(a), added pars. (58) and (59).
2000—Subsec. (a)(10). Pub. L. 106–554, § 1(a)(5) [title II, § 201(1)], inserted “security future,” after “treasury stock,”.
Subsec. (a)(11). Pub. L. 106–554, § 1(a)(5) [title II, § 201(2)], added par. (11) and struck out former par. (11) which read as follows: “The term ‘equity security’ means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security which the Commission shall deem to be of similar nature and consider necessary or appropriate, by such rules and regulations as it may prescribe in the public interest or for the protection of investors, to treat as an equity security.”
Subsec. (a)(13), (14). Pub. L. 106–554, § 1(a)(5) [title II, § 201(3), (4)], inserted at end “For security futures products, such term includes any contract, agreement, or transaction for future delivery.”
Subsec. (a)(55) to (57). Pub. L. 106–554, § 1(a)(5) [title II, § 201(5)], added pars. (55) to (57).
1999—Subsec. (a)(4). Pub. L. 106–102, § 201, inserted heading and amended text of par. (4) generally. Prior to amendment, text read as follows: “The term ‘broker’ means any person engaged in the business of effecting transactions in securities for the account of others, but does not include a bank.”
Subsec. (a)(5). Pub. L. 106–102, § 202, inserted heading and amended text of par. (5) generally. Prior to amendment, text read as follows: “The term ‘dealer’ means any person engaged in the business of buying and selling securities for his own account, through a broker or otherwise, but does not include a bank, or any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business.”
Subsec. (a)(12)(A)(iii). Pub. L. 106–102, § 221(b), amended cl. (iii) generally. Prior to amendment, cl. (iii) read as follows: “any interest or participation in any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of assets contributed thereto by such bank in its capacity as trustee, executor, administrator, or guardian;”.
Subsec. (a)(34)(H). Pub. L. 106–102, § 231(b)(1), added subpar. (H) at end of par. (34).
Subsec. (a)(42)(E). Pub. L. 106–102, § 208, added subpar. (E).
Subsec. (a)(54). Pub. L. 106–102, § 207, added par. (54).
1998—Subsec. (a)(10). Pub. L. 105–353, § 301(b)(1), substituted “deposit for” for “deposit, for”.
Subsec. (a)(12)(A)(vi). Pub. L. 105–353, § 301(b)(2), realigned margins.
Subsec. (a)(22)(A). Pub. L. 105–353, § 301(b)(3), substituted “section 153” for “section 153(h)” and for “section 153(t)”.
Subsec. (a)(39)(B)(i). Pub. L. 105–353, § 301(b)(4), substituted “of the Commission” for “to the Commission” in introductory provisions.
1996—Subsec. (a)(12)(A)(vi), (vii). Pub. L. 104–290, § 508(c)(1), added cl. (vi) and redesignated former cl. (vi) as (vii).
Subsecs. (f), (g). Pub. L. 104–290, §§ 106(b), 508(c)(2), added subsecs. (f) and (g), respectively.
1995—Subsec. (a)(12)(A)(iv) to (vi). Pub. L. 104–62, § 4(a), struck out “and” at end of cl. (iv), added cl. (v), and redesignated former cl. (v) as (vi).
Subsec. (e). Pub. L. 104–62, § 4(b), added subsec. (e).
1994—Subsec. (a)(41)(A)(i). Pub. L. 103–325, § 347(a), substituted “on a residential” for “or on a residential” and inserted before semicolon “, or on one or more parcels of real estate upon which is located one or more commercial structures”.
Subsec. (a)(53). Pub. L. 103–325, § 202, added par. (53).
1993—Subsec. (a)(12)(B)(ii). Pub. L. 103–202, § 106(b)(2)(A), substituted “sections 78o and 78q–1” for “sections 78o, 78o–3 (other than subsection (g)(3)), and 78q–1”.
Subsec. (a)(34)(G)(ii) to (iv). Pub. L. 103–202, § 109(a)(1), amended cls. (ii) to (iv) generally. Prior to amendment, cls. (ii) to (iv) read as follows:
“(ii) the Board of Governors of the Federal Reserve System, in the case of a State member bank of the Federal Reserve System, a foreign bank, a State branch or a State agency of a foreign bank, or a commercial lending company owned or controlled by a foreign bank (as such terms are used in the International Banking Act of 1978);
“(iii) the Federal Deposit Insurance Corporation, in the case of a bank insured by the Federal Deposit Insurance Corporation (other than a member of the Federal Reserve System or a Federal savings bank);
“(iv) the Director of the Office of Thrift Supervision, in the case of a savings association the deposits of which are insured by the Federal Deposit Insurance Corporation;”.
Subsec. (a)(46). Pub. L. 103–202, § 109(a)(2), amended par. (46) generally. Prior to amendment, par. (46) read as follows: “The term ‘financial institution’ means (A) a bank (as such term is defined in paragraph (6) of this subsection), (B) a foreign bank, and (C) an insured institution (as such term is defined in section 1724 of title 12).”
Subsec. (a)(52). Pub. L. 103–202, § 109(a)(3), redesignated par. (51) defining “foreign financial regulatory authority” as (52).
1990—Subsec. (a)(39)(A). Pub. L. 101–550, § 203(b)(1), inserted “foreign equivalent of a self-regulatory organization, foreign or international securities exchange,” after “self-regulatory organization,”, “or any substantially equivalent foreign statute or regulation,” after “(7 U.S.C. 7),” and “(7 U.S.C. 21),”, and “or foreign equivalent” after “contract market”.
Subsec. (a)(39)(B). Pub. L. 101–550, § 203(b)(2), added subpar. (B) and struck out former subpar. (B) which read as follows: “is subject to an order of the Commission or other appropriate regulatory agency denying, suspending for a period not exceeding twelve months, or revoking his registration as a broker, dealer, municipal securities dealer, government securities broker, or government securities dealer, or barring or suspending for a period not exceeding 12 months his being associated with a broker, dealer, municipal securities dealer, government securities broker, or government securities dealer, or is subject to an order of the Commodity Futures Trading Commission denying, suspending, or revoking his registration under the Commodity Exchange Act (7 U.S.C. 1 et seq.);”.
Subsec. (a)(39)(D). Pub. L. 101–550, § 203(b)(4), added subpar. (D). Former subpar. (D) redesignated (E).
Subsec. (a)(39)(E). Pub. L. 101–550, § 203(b)(3), (5), redesignated subpar. (D) as (E) and substituted “(A), (B), (C), or (D)” for “(A), (B), or (C)”. Former subpar. (E) redesignated (F).
Subsec. (a)(39)(F). Pub. L. 101–550, § 203(b)(3), (6), redesignated subpar. (E) as (F), substituted “(D), (E), or (G)” for “(D) or (E)”, and inserted “or any other felony” before “within ten years”.
Subsec. (a)(51). Pub. L. 101–550, § 204, added par. (51) defining “foreign financial regulatory authority”.
Pub. L. 101–429 added par. (51) defining “penny stock”.
1989—Subsec. (a)(34). Pub. L. 101–73, § 744(u)(1)(B), substituted “Office of Thrift Supervision” for “Federal Home Loan Bank Board” in concluding provisions.
Subsec. (a)(34)(G)(iv) to (vi). Pub. L. 101–73, § 744(u)(1)(A), added cl. (iv), redesignated cl. (vi) as (v), and struck out former cls. (iv) and (v) which read as follows:
“(iv) the Federal Home Loan Bank Board, in the case of a Federal savings and loan association, Federal savings bank, or District of Columbia savings and loan association;
“(v) the Federal Savings and Loan Insurance Corporation, in the case of an institution insured by the Federal Savings and Loan Insurance Corporation (other than a Federal savings and loan association, Federal savings bank, or District of Columbia savings and loan association);”.
1988—Subsec. (a)(50). Pub. L. 100–704 added par. (50).
1987—Subsec. (a)(6)(C). Pub. L. 100–181, § 301, substituted “under the authority of the Comptroller of the Currency pursuant to section 92a of title 12” for “under section 11(k) of the Federal Reserve Act, as amended”.
Subsec. (a)(16). Pub. L. 100–181, § 302, struck out reference to Canal Zone.
Subsec. (a)(22)(B). Pub. L. 100–181, § 303, substituted “association, or any” and “own behalf, in” for “association or any” and “own behalf in”, respectively.
Subsec. (a)(34)(C)(ii). Pub. L. 100–181, § 304, substituted “State” for “state”.
Subsec. (a)(39)(B). Pub. L. 100–181, § 305, substituted “months, or revoking” for “months, revoking” and “barring or suspending for a period not exceeding 12 months his” for “barring his”.
Subsec. (a)(47). Pub. L. 100–181, § 306(1), added par. (47).
Subsec. (a)(49). Pub. L. 100–181, § 306(2), added par. (49).
1986—Subsec. (a)(12). Pub. L. 99–571, § 102(a), in amending par. (12) generally, expanded definition of “exempted security” or “exempted securities” to include government securities as defined in par. (42) of this subsection, provided that such securities not be deemed exempt for purposes of section 78q–1 of this title, substituted section 78o–3(g)(3) of this title for section 78o–3(b)(6), (11), and (g)(2) of this title in provision relating to municipal securities as not being “exempted securities” and defined “qualified plan” to mean qualified stock bonus, pension, or profit-sharing plan, qualified annuity plan, or governmental plan.
Pub. L. 99–514 substituted “Internal Revenue Code of 1986” for “Internal Revenue Code of 1954”, which for purposes of codification was translated as “title 26” thus requiring no change in text.
Subsec. (a)(29). Pub. L. 99–514 substituted “Internal Revenue Code of 1986” for “Internal Revenue Code of 1954”, which for purposes of codification was translated as “title 26” thus requiring no change in text.
Subsec. (a)(34). Pub. L. 99–571, § 102(b)(2), inserted “, and the term ‘District of Columbia savings and loan association’ means any association subject to examination and supervision by the Federal Home Loan Bank Board under section 1466a of title 12” in concluding provisions.
Subsec. (a)(34)(G). Pub. L. 99–571, § 102(b)(1), added subpar. (G).
Subsec. (a)(39)(B). Pub. L. 99–571, § 102(c)(1)(A), which directed insertion of “or other appropriate regulatory agency” after “Commission” was executed by making the insertion after “Commission” the first place appearing as the probable intent of Congress.
Pub. L. 99–571, § 102(c)(1)(B), substituted “municipal securities dealer, government securities broker, or government securities dealer” for “or municipal securities dealer” in two places.
Subsec. (a)(39)(C). Pub. L. 99–571, § 102(c)(2), substituted “municipal securities dealer, government securities broker, or government securities dealer” for “or municipal securities dealer” and inserted “, an appropriate regulatory agency,” after “the Commission”.
Subsec. (a)(42) to (46), (48). Pub. L. 99–571, § 102(d), added pars. (42) to (46) and (48).
1984—Subsec. (a)(39)(A). Pub. L. 98–376, § 6(a)(1), inserted “, contract market designated pursuant to section 5 of the Commodity Exchange Act (7 U.S.C. 7), or futures association registered under section 17 of such Act (7 U.S.C. 21), or has been and is denied trading privileges on any such contract market”.
Subsec. (a)(39)(B). Pub. L. 98–376, § 6(a)(2), inserted “, or is subject to an order of the Commodity Futures Trading Commission denying, suspending, or revoking his registration under the Commodity Exchange Act (7 U.S.C. 1 et seq.)”.
Subsec. (a)(39)(C). Pub. L. 98–376, § 6(a)(3), inserted “or while associated with an entity or person required to be registered under the Commodity Exchange Act,”.
Subsec. (a)(41). Pub. L. 98–440 added par. (41).
1982—Subsec. (a)(10). Pub. L. 97–303 inserted “any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency,” after “for a security,”.
1980—Subsec. (a)(12). Pub. L. 96–477 included within definition of “exempted security” interests or participation in single trust funds, provided that qualifying interests, participation, or securities could be issued in connection with certain governmental plans as defined in section 414(d) of title 26, substituted provisions relating to securities arising out of contracts issued by insurance companies for provisions relating to separate accounts maintained by insurance companies, and excluded from definition of “exempted security” any plans described in cls. (A), (B), or (C) of par. (12) which were funded by annuity contracts described in section 403(b) of title 26.
1978—Subsec. (a)(40). Pub. L. 95–283 added par. (40).
1975—Subsec. (a)(3). Pub. L. 94–29, § 3(1), redefined term “member” to recognize the elimination of fixed commission rates in the case of exchanges, inserted definition of term when used in the case of registered securities associations, expanded definition of term when used with respect to an exchange to include any natural person permitted to effect transactions on the floor of an exchange without the services of another person acting as broker, any registered broker or dealer with which such natural person is associated, any registered broker or dealer permitted to designate a natural person as its representative on the floor of an exchange, and any other registered broker or dealer which agrees to be regulated by an exchange and with respect to whom the exchange has undertaken to enforce compliance with its rules, this chapter, and the rules and regulations thereunder, introduced the concept of including among members any person required to comply with the rules of an exchange to the extent specified by the Commission in accordance with section 78f(f) of this title, and expanded definition of term when used with respect to a registered securities association to include any broker or dealer who has agreed to be regulated and with respect to whom the association undertakes to enforce compliance with its own rules, this chapter, and the rules and regulations thereunder.
Subsec. (a)(9). Pub. L. 94–29, § 3(2), substituted “a natural person, company, government, or political subdivision, agency, or instrumentality of a government” for “an individual, a corporation, a partnership, an association, a joint-stock company, a business trust, or an unincorporated organization”.
Subsec. (a)(12). Pub. L. 94–29, § 3(3), brought brokers and dealers engaged exclusively in municipal securities business within the registration provisions of this chapter by transferring the existing description of municipal securities to subsec. (a)(29) and by inserting in its place provisions revoking the exempt status of municipal securities for purposes of sections 78o, 78o–3 (except subsections (b)(6), (b)(11), and (g)(2) thereof) and 78q–1 of this title.
Subsec. (a)(17). Pub. L. 94–29, § 3(4), expanded definition of “interstate commerce” to establish that the intrastate use of any facility of an exchange, any telephones or other interstate means of communication, or any other interstate instrumentality constitutes a use of the jurisdictional means for purposes of this chapter.
Subsec. (a)(18). Pub. L. 94–29, § 3(4), expanded definition to include persons under common control with the broker or dealer and struck out references to the classification of the persons, including employees, controlled by a broker or a dealer.
Subsec. (a)(19). Pub. L. 94–29, § 3(4), substituted “ ‘separate account’, and ‘company’ ” for “and ‘separate account’.”
Subsec. (a)(21). Pub. L. 94–29, § 3(5), broadened definition of term “person associated with a member” to encompass a person associated with a broker or dealer which is a member of an exchange by restating directly the definition of a “person associated with a broker or dealer” in subsec. (a)(18).
Subsec. (a)(22) to (39). Pub. L. 94–29, § 3(6), added pars. (22) to (39).
Subsec. (b). Pub. L. 94–29, § 3(7), substituted “accounting, and other terms used in this chapter, consistently with the provisions and purposes of this chapter” for “and accounting terms used in this chapter insofar as such definitions are not inconsistent with the provisions of this chapter”.
Subsec. (d). Pub. L. 94–29, § 3(8), added subsec. (d).
1970—Subsec. (a)(12). Pub. L. 91–567 inserted provisions which brought within definition of “exempted security” any security which is an industrial development bond the interest on which is excludable from gross income under section 103(a)(1) of title 26 if, by reason of the application of section 103(c)(4) or (6) of title 26, section 103(c)(1) does not apply to such security. Such amendment was also made by Pub. L. 91–373.
Pub. L. 91–547, § 28(a), struck out reference to industrial development bonds the interest on which is excludable from gross income under section 103(a)(1) of title 26; and included as exempted securities interests or participations in common trust funds maintained by a bank for collective investment of assets held by it in a fiduciary capacity; interests or participations in bank collective trust funds maintained for funding of employees’ stock-bonus, pension, or profit-sharing plans; interests or participations in separate accounts maintained by insurance companies for funding certain stock-bonus, pension, or profit-sharing plans which meet the requirements for qualification under section 401 of title 26; and such other securities as the Commission by rules and regulations deems necessary in the public interest.
Pub. L. 91–373 inserted provisions which brought within definition of “exempted security” any security which is an industrial development bond the interest on which is excludable from gross income under section 103(a)(1) of title 26 if, by reason of the application of section 103(c)(4) or (6) of title 26, section 103(c)(1) does not apply to such security. Such amendment was also made by Pub. L. 91–567.
Subsec. (a)(19). Pub. L. 91–547, § 28(b), provided for term “separate account” the same meaning as in the Investment Company Act of 1940.
1964—Subsec. (a)(18) to (21). Pub. L. 88–467 added pars. (18) to (21).
1960—Subsec. (a)(16). Pub. L. 86–624 struck out reference to Hawaii.
1959—Subsec. (a)(16). Pub. L. 86–70 struck out reference to Alaska.
Change Of Name
Act
Effective Date Of Amendment
Notwithstanding subsec. (a)(80) of this section, issuer not to be an emerging growth company for purposes of the Securities Act of 1933 (15 U.S.C. 77a et seq.) and the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act of 1933 occurred on or before
Amendment by sections 932(b), 941(a), 944(b), 985(b)(2), and 986(a)(1) of Pub. L. 111–203 effective 1 day after
Amendment by section 376(1) of Pub. L. 111–203 effective on the transfer date, see section 351 of Pub. L. 111–203, set out as a note under section 906 of Title 2, The Congress.
Amendment by section 761(a) of Pub. L. 111–203 effective on the later of 360 days after
Amendment by section 939(e) of Pub. L. 111–203 effective 2 years after
Amendment by Pub. L. 108–386 effective
Amendment by sections 201, 202, 207, and 208 of Pub. L. 106–102 effective at the end of the 18-month period beginning on
Amendment by section 221(b) of Pub. L. 106–102 effective 18 months after
Amendment by Pub. L. 104–62 applicable as defense to any claim in administrative and judicial actions pending on or commenced after
Amendment by section 347(a) of Pub. L. 103–325 effective upon date of promulgation of final regulations under section 347(c) of Pub. L. 103–325, see section 347(d) of Pub. L. 103–325, set out as an Effective Date of 1994 Amendment note under section 24 of Title 12, Banks and Banking.
Amendment by Pub. L. 101–429 effective 12 months after
Amendment by Pub. L. 100–704, except for amendment by section 6, not applicable to actions occurring before
Amendment by Pub. L. 99–571 effective 270 days after
Pub. L. 98–376, § 7,
Amendment by Pub. L. 94–29 effective
For effective date of amendment by Pub. L. 91–567, see section 6(d) of Pub. L. 91–567, set out as a note under section 77c of this title.
Amendment by Pub. L. 91–547 effective
For effective date of amendment by Pub. L. 91–373, see section 401(c) of Pub. L. 91–373, set out as a note under section 77c of this title.
Pub. L. 88–467, § 13,
Miscellaneous
Pub. L. 109–351, title I, § 101(a)(2)–(c),
Amendment by Pub. L. 103–202 not to be construed to govern initial issuance of any public debt obligation or to grant any authority to (or extend any authority of) the Securities and Exchange Commission, any appropriate regulatory agency, or a self-regulatory organization to prescribe any procedure, term, or condition of such initial issuance, to promulgate any rule or regulation governing such initial issuance, or to otherwise regulate in any manner such initial issuance, see section 111 of Pub. L. 103–202, set out as a note under section 78o–5 of this title.
Transfer Of Functions
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff.
Miscellaneous
Pub. L. 112–106, title III, § 304(a)(2),
Pub. L. 112–106, title I, § 107,
Pub. L. 103–325, title III, § 347(e),
Definitions
Pub. L. 112–106, title I, § 101(c),
Pub. L. 106–554, § 1(a)(5) [title III, § 301(b)],
Pub. L. 106–102, title II, § 206,
Pub. L. 106–102, title II, §§ 206A—206C, as added by Pub. L. 106–554, § 1(a)(5) [title III, § 301(a)],
[SECS. 206B, 206C. Repealed. Pub. L. 111–203, title VII, § 762(a),
[Amendment by section 762(a), (b) of Pub. L. 111–203 to sections 206A–206C of Pub. L. 106–102, set out above, effective on the later of 360 days after