15 U.S. Code § 78c - Definitions and application

The term “member” when used with respect to a national securities registered broker or dealer with which such a naturalregistered broker or dealer permitted to designate as a representative such a naturalregistered broker or dealer which agrees to be regulated by such78f(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 section 78f(f) of this title.

The term “member” when used with respect to a registered securities association means any (4) Broker.—

rules of a self-regulatory organization) perform only clerical or ministerial functions in connection with brokerage transactions including scheduling appointments with the associated broker or dealer, except that (VI)

the broker, or dealer informs each customer that the brokerage services are provided by the Federal Deposit Insurance Corporation .

(ii) Trust activities.— The fiduciary capacity in its trust department or other department that is regularly examined by (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 (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.

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

the (IV) Permissible delivery of materials.— The exception to being considered a broker for a issuer, shareholders of the issuer, or members of affinity groups of the issuer, so long as such materials are—

The 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.

effects sales as part of a primary offering of securities not involving a public offering, pursuant to section 3(b), 4(2),[1] or 4(5) [1] of the Securities Act of 1933 [15 U.S.C. 77c(b), 77d(a)(2), 77d(a)(5)] or the rules and regulations issued thereunder;

at any time after the date that is 1 year after November 12, 1999 , is not affiliated with a exempted securities; and

provides safekeeping or custody services with respect to securities, including the exercise of warrants and other rights on behalf of customers;

facilitates the transfer of funds or securities, as a custodian or a clearing agency, in connection with the clearance and settlement of its customers’ transactions in securities;

effects securities lending or borrowing transactions with or on behalf of customers as part of services provided to customers pursuant to division (aa) or (bb) or invests cash collateral pledged in connection with such transactions;

holds securities pledged by a customer to another records separately identifying the securities and the customer; or

serves as a custodian or provider of other related administrative services to any individual retirement account, pension, retirement, profit sharing, bonus, thrift savings, incentive, or other similar benefit plan.

The exception to being considered a broker for a States as a carrying broker (as such term, and different formulations thereof, are used in section 78o(c)(3) of this title and the rules and regulations thereunder) for any broker or dealer, unless such carrying (ix) Identified banking products.—

the trade is conducted in some other manner permitted under rules, regulations, or orders as the (D) Fiduciary capacity.— For purposes of subparagraph (B)(ii), the term “fiduciary capacity” means—

in the capacity as trustee, executor, administrator, registrar of stocks and bonds, transfer agent, guardian, assignee, receiver, or custodian under a uniform gift to minor act, or as an investment adviser if the (ii)

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

for accounts for which the (iii) Asset-backed transactions.— The issuer), or pools of any such obligations predominantly originated by—

a syndicate of banks of which the member, if the obligations or pool of obligations consists of mortgage obligations or consumer-related receivables.

The term “States or a Federal savings association, as defined in section 1462(5) 1 of title 12, (B) aFederal Reserve System , (C) any other banking institution or savings association, as defined in section 1462(4) 1 of title 12, whether incorporated or not, doing business under the laws of any States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency pursuant to section 92a of title 12, and which is supervised and examined by banks or savings associations, and which is not operated for the purpose of evading the provisions of this chapter, and (D) a receiver, conservator, or other liquidating agent of any institution or firm included in clauses (A), (B), or (C) of this paragraph.

The term “ board of directors or of the fixed, restricted management, or unit type, the term “issuer” means the“issuer” means the (9)

The term “security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a“security”; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or (11)

any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term “investment company” under section 3(c)(3) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(3)];

any interest or participation in a single trust fund, or a collective trust fund maintained by a insurance company, which interest, participation, orqualified plan as defined in subparagraph (C) of this paragraph;

solely for purposes of sections 78l, 78m, 78n, and 78p of this title, any investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)]; and

such other securities (which may include, among others, unregistered securities, the market in which is predominantly intrastate) as the exempted security” or to “exempted securities”.

Notwithstanding subparagraph (A)(i) of this paragraph, government securities shall not be deemed to be “exempted securities” for the purposes of section 78q–1 of this title.

Notwithstanding subparagraph (A)(ii) of this paragraph, municipal securities shall not be deemed to be “exempted securities” for the purposes of sections 78o and 78q–1 of this title.

For purposes of subparagraph (A)(iv) of this paragraph, the term “qualified plan” means (i) a stock bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of title 26, (ii) an annuity plan which meets the requirements for the deduction of the employer’s contribution under section 404(a)(2) of title 26, (iii) a governmental plan as defined in section 414(d) of title 26 which has been established by an employer for the exclusive benefit of its employees or their beneficiaries for the purpose of distributing to such employees or their beneficiaries the corpus and income of the funds accumulated under such plan, if under such plan it is impossible, prior to the satisfaction of all liabilities with respect to such employees and their beneficiaries, for any part of the corpus or income to be used for, or diverted to, purposes other than the exclusive benefit of such employees or their beneficiaries, or (iv) a church plan, investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in clause (i), (ii), or (iii) of this subparagraph which (I) covers employees some or all of whom are employees within the meaning of section 401(c) of title 26, or (II) is a plan funded by an annuity contract described in section 403(b) of title 26.

The terms “buy” and “security futures products, such term includes any contract, agreement, or transaction for future delivery. For (14)

The terms “security futures products, such term includes any contract, agreement, or transaction for future delivery. For (15)

The term “States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States.

The term “interstate commerce” means trade, commerce, transportation, or communication among the several States, or between any foreign country and any State, or between any (18)

The term “person associated with a broker or dealer” or “associated person of a broker or dealer” means any partner, officer, director, or branch manager of such broker or dealer, or any employee of such broker or dealer, except that any person associated with a broker or dealer whose functions are solely clerical or ministerial shall not be included in the meaning of such term for purposes of section 78o(b) of this title (other than paragraph (6) thereof).

The term “person associated with a director, or branch manager of such member, or any employee of such member.

The term “securities information processor” means anyexempted security) or (ii) distributing or publishing (whether by means of a ticker tape, a communications network, a terminal display device, or otherwise) on a current and continuing basis, information with respect to such transactions or quotations. The term “securities information processor” does not include any bona fide newspaper, news magazine, or business or financial publication of general and regular circulation, any self-regulatory organizations, any securities information processor solely by reason of functions performed by such institutions as part of customary banking, brokerage, dealing, association, or cooperativesection 153 of title 47, subject to the jurisdiction of the Federal Communications Commission or a State commission, as defined in section 153 of title 47, unless the (B)

The term “clearing agency” does not include (i) any Federal Reserve bank; (ii) any national securitiesclearing agency solely by reason of functions performed by such institution as part of customary banking, brokerage, dealing, association, or cooperative banking activities, or solely by reason of acting on behalf of a clearing agency or a participant therein in connection with the furnishing by the clearing agency of services to its participants or the use of services of the clearing agency by its participants, unless theinsurance company, its registered separate accounts, or a subsidiary of such insurance company solely by reason of functions commonly performed by such entities in connection with variable annuity contracts or variable life policies issued by such insurance company or its separate accounts; (v) any registered open-end investment company or unit investment trust solely by reason of functions commonly performed by it in connection with shares in such registered open-end investment company or unit investment trust, or (vi) any (24)

The term “participant” when used with respect to a clearing agency means anyclearing agency to clear or settle securities transactions or to transfer, pledge, lend, or hypothecate securities. Such term does not include aclearing agency is (A) through another participant or (B) as a pledgee of securities.

The term “transfer agent” means anytransfer agent” does not include any insurance company or separate account which performs such functions solely with respect to variable annuity contracts or variable life policies which it issues or any registered (26)

The term “self-regulatory organization” means any national securities clearing agency, or (solely for purposes of sections 78s(b), 78s(c), and 78w(b) 1 of this title) the Municipal Securities Rulemakingsection 78o–4 of this title.

The term “rules of an exchange”, “rules of an association”, or “rules of a clearing agency” means the constitution, articles of incorporation, bylaws, and rules, or instruments corresponding to the foregoing, of an dealers, or clearing agency, respectively, and such of the stated policies, practices, and interpretations of such clearing agency.

The term “municipal securities” means securities which are direct obligations of, or obligations guaranteed as to principal or interest by, a States, or anysection 103(c)(2) 1 of title 26) the interest on which is excludable from gross income under section 103(a)(1) 1 of title 26 if, by reason of the application of paragraph (4) or (6) of section 103(c) 1 of title 26 (determined as if paragraphs (4)(A), (5), and (7) were not included in such section 103(c)), 1 paragraph (1) of such section 103(c) 1 does not apply to such (30) The term “municipal securities dealer” means any (A)

a municipal securities for its own account other than in aMunicipal Securities Rulemakingsection 78o–4(b)(2)(H) of this title), the department or division and not the municipal securities dealer.

the Comptroller of the Currency, in the case of a national 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;

the Federal Deposit Insurance Corporation , in the case of aFederal Deposit Insurance Corporation (other than aFederal Reserve System ), a subsidiary or department or division of any suchFederal 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 (iv)

the Comptroller of the Currency, in the case of a national 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;

the Federal Deposit Insurance Corporation , in the case of aFederal Deposit Insurance Corporation (other than aFederal Reserve System ), a subsidiary of any suchFederal 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 (iv)

(C) When used with respect to a participant or applicant to become a participant in a clearing agency or aclearing agency:

The Comptroller of the Currency, in the case of a national Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation [2] when the (ii)

the Federal Deposit Insurance Corporation , in the case of aFederal Deposit Insurance Corporation (other than aFederal Reserve System ) or aFederal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation ; and [3] when the[4]

the Comptroller of the Currency, in the case of a national Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation ;

the Federal Deposit Insurance Corporation , in the case of any other insuredFederal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation .

When used with respect to a national securities person associated with a Municipal Securities Rulemaking Board, the Commission.

the Comptroller of the Currency, in the case of a national Federal Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the deposits of which are insured by the Federal Deposit Insurance Corporation ;

the Federal Deposit Insurance Corporation , in the case of any otherFederal Deposit Insurance Act [12 U.S.C. 1811 et seq.] or aFederal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation ; and

the Comptroller of the Currency, in the case of a national 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 Federal branch or Federal agency of a foreignInternational Banking Act of 1978 [12 U.S.C. 3101 et seq.]);

the Federal Deposit Insurance Corporation , in the case of aFederal Deposit Insurance Corporation (other than aFederal Reserve System or a Federal savingsFederal Deposit Insurance Act [12 U.S.C. 1813(b)(3)]), the deposits of which are insured by the Federal Deposit Insurance Corporation , or an insuredInternational Banking Act of 1978); and

(H) When used with respect to an institution described in subparagraph (D), (F), or (G) of section 1841(c)(2), or held under section 1843(f) of title 12—

the Federal Deposit Insurance Corporation , in the case of any otherFederal Deposit Insurance Act [12 U.S.C. 1811 et seq.]; or

A class of member of the class has a competitive advantage over any other member thereof resulting from a disparity in their regulation under this chapter which the (37)

The term “records” means accounts, correspondence, memorandums, tapes, discs, papers, books, and other documents or transcribed information of any type, whether expressed in ordinary or machine language.

The term “market maker” means any specialist permitted to act as a dealer acting in the capacity of block positioner, and any dealer who, with respect to a-dealer communications system or otherwise) as being willing to buy and sell such (39) A member of, a self-regulatory organization, if such person—

has been and is expelled or suspended from membership or participation in, or barred or suspended from being associated with a member of, any self-regulatory organization, foreign equivalent of a self-regulatory organization, foreign or international securitiesCommodity Exchange Act (7 U.S.C. 7), or any substantially equivalent foreign statute or regulation, or futures association registered under section 17 of such Act (7 U.S.C. 21), or any substantially equivalent foreign statute or regulation, or has been and is denied trading privileges on any such contract market or foreign equivalent;

denying, suspending for a period not exceeding 12 months, or revoking his registration as a broker,municipal securities dealer, government securities broker,major security-based swap participant or limiting his activities as a foreign (II)

barring or suspending for a period not exceeding 12 months his being associated with a broker,municipal securities dealer, government securities broker,major security-based swap participant, or foreign (ii)

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.); or

an order by a foreign financial regulatory authority denying, suspending, or revoking the person’s authority to engage in transactions in contracts of board of trade, or foreign equivalent thereof;

by his conduct while associated with a broker,municipal securities dealer, government securities broker,major security-based swap participant, or while associated with an entity orCommodity Exchange Act, has been found to be a cause of any effective suspension, expulsion, or order of the character described in subparagraph (A) or (B) of this paragraph, and in entering such a suspension, expulsion, or order, the (D)

by his conduct while associated with any broker,municipal securities dealer, government securities broker,major security-based swap participant, or any other entity engaged in transactions in securities, or while associated with an entity engaged in transactions in contracts of board of trade, or foreign equivalent thereof, has been found to be a cause of any effective suspension, expulsion, or order by a foreign or international securitiesforeign financial regulatory authority empowered by a foreign government to administer or enforce its laws relating to financial transactions as described in subparagraph (A) or (B) of this paragraph;

has committed or omitted any act, or is subject to an order or finding, enumerated in subparagraph (D), (E), (H), or (G) of paragraph (4) of section 78o(b) of this title, has been convicted of any offense specified in subparagraph (B) of such paragraph (4) or any other felony within ten years of the date of the filing of an application for membership or participation in, or to become associated with a state in any such application, report, or proceeding any material fact which is required to be stated therein.

are directly secured by a first lien on a single parcel of real estate, including stock allocated to a dwelling unit in a residential cooperative housing corporation, upon which is located a dwelling or mixed residential and commercial structure, on a residential manufactured home as defined in section 5402(6) of title 42, whether such manufactured home is considered real or personal property under the laws of the (ii)

were originated by a savings and loan association, savings insurance company, or similar institution which is supervised and examined by a Federal orfinancial institution approved for insurance by the Secretary of Housing and Urban Development pursuant to section 1703 of title 12; or

is secured by one or more promissory notes or certificates of interest or participations in such notes (with or without recourse to the For the purpose of this paragraph, the term “promissory note”, when used in connection with a manufactured home, shall also include a loan, advance, or credit [6] by a retail installment sales contract or other instrument.

securities which are direct obligations of, or obligations guaranteed as to principal or interest by, the United States;

securities which are issued or guaranteed by the Tennessee Valley Authority or by corporations in which the United States has a direct or indirect interest and which are designated by the Secretary of the Treasury for exemption as necessary or appropriate in the public interest or for the protection of investors;

securities issued or guaranteed as to principal or interest by any corporation the securities of which are designated, by statute specifically naming such corporation, to constitute exempt securities within the meaning of the laws administered by the (D) for purposes of sections 78o–5 and 78q–1 of this title, any put, call, straddle, option, or privilege on a (i)

for which quotations are disseminated through an automated quotation system operated by a registered securities association; or

any corporation the securities of which are government securities under subparagraph (B) or (C) of paragraph (42) of this subsection; or

any corporation the securities of which are government securities under subparagraph (B) or (C) of paragraph (42) of this subsection;

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 .

The term “registered broker or dealer” means a78o or 78o–4 of this title, except that in paragraph (3) of this subsection and sections 78f and 78o–3 of this title the term means such a government securities broker or government securities dealer registered or required to register pursuant to section 78o–5(a)(1)(A) of this title.

The term “person associated with a transfer agent” and “associated person of a transfer agent” mean any transfer agent’s activities with respect to transfer agent functions, and any transfer agent in connection with such activities.

The term “foreign securities authority” means any foreign government, or any governmental body or regulatory organization empowered by a foreign government to administer or enforce its laws as they relate to securities matters.

authorized for quotation on an automated quotation system sponsored by a registered securities association, if such system (I) was established and in operation before January 1, 1990 , and (II) meets such criteria as the (iii)

exempted, in whole or in part, conditionally or unconditionally, from the definition of such term by rule, regulation, or order prescribed by the (B)

In exercising its authority under this paragraph to prescribe rules, regulations, and orders, the (52)

The term “foreign financial regulatory authority” means any (A) foreign securities authority, (B) other governmental body or foreign equivalent of a board of trade, or foreign equivalent, or other financial activities, or (C) membership organization a function of which is to regulate participation of its (53)

represents an interest in 1 or more promissory notes or leases of personal property evidencing the obligation of a small business concern and originated by an insured depository institution, insured credit union, insurance company, or similar institution which is supervised and examined by a Federal or company; or

is secured by an interest in 1 or more promissory notes or leases of personal property (with or without recourse to the (B) For purposes of this paragraph—

an “interest in a promissory note or a lease of personal property” includes ownership rights, certificates of interest or participation in such notes or leases, and rights designed to assure servicing of such notes or leases, or the receipt or timely receipt of amounts payable under such notes or leases;

the term “small business concern” means a business that meets the criteria for a small business concern established by the Small Business Administration under section 632(a) of this title;

(A) Definition.— Except as provided in subparagraph (B), for purposes of this chapter, the term “ (i)

any small business investment company licensed by the United States Small Business Administration under section 301(c) [15 U.S.C. 681(c)] or (d) 1 of the Small Business Investment Act of 1958;

any Employee Retirement Income Security Act of 1974 [29 U.S.C. 1001 et seq.], other than an individual retirement account, if the investment decisions are made by a plan fiduciary, as defined in section 3(21) of that Act [29 U.S.C. 1002(21)], which is either a insurance company, or registered investment adviser;

any market intermediary exempt under section 3(c)(2) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(2)];

any government or political subdivision, agency, or instrumentality of a government who owns and invests on a discretionary basis not less than $50,000,000 in investments; or

For purposes of subsection (a)(5)(C)(iii) of this section and section 206(a)(5) of the Gramm-Leach-Bliley Act, the term “qualified investor” has the meaning given such term by subparagraph (A) of this paragraph except that clauses (xi) and (xii) shall be applied by substituting “$10,000,000” for “$25,000,000”.

The term “security future” means a contract ofnarrow-based security index, including any interest therein or based on the value thereof, except an exempted security under paragraph (12) of this subsection as in effect on January 11, 1983 (other than any municipalJanuary 11, 1983 ). The term “security future” does not include any agreement, contract, or transaction excluded from the Commodity Exchange Act [7 U.S.C. 1 et seq.] under section 2(c), 2(d), 2(f), or 2(g) of the Commodity Exchange Act [7 U.S.C. 2(c), (d), (f), (g)] (as in effect on December 21, 2000 ) or sections 27 to 27f of title 7.

in which the five highest weighted component securities in the aggregate comprise more than 60 percent of the index’s weighting; or

in which the lowest weighted component securities comprising, in the aggregate, 25 percent of the index’s weighting have an aggregate dollar value of average daily trading volume of less than $50,000,000 (or in the case of an index with 15 or more component securities, $30,000,000), except that if there are two or more securities with equal weighting that could be included in the calculation of the lowest weighted component securities comprising, in the aggregate, 25 percent of the index’s weighting, such securities shall be ranked from lowest to highest dollar value of average daily trading volume and shall be included in the calculation based on their ranking starting with the lowest ranked (C) Notwithstanding subparagraph (B), an index is not a narrow-based security index if—

a board of trade was designated as a contract market by the Commodity Futures Trading Commission with respect to a contract of index, before December 21, 2000 ;

a contract of index traded on a designated contract market or registered derivatives transaction execution facility for at least 30 days as a contract ofnarrow-based security index; and

it has been a narrow-based security index for no more than 45 business days over 3 consecutive calendar months;

a contract of index is traded on or subject to the rules of a foreign board of trade and meets such requirements as are jointly established by rule or regulation by the Commodity Futures Trading Commission ;

a contract of index is traded on or subject to the rules of a board of trade and meets such requirements as are jointly established by rule, regulation, or order by the Commodity Futures Trading Commission .

An index that is a narrow-based security index solely because it was a narrow-based security index for more than 45 business days over 3 consecutive calendar months pursuant to clause (iii) of subparagraph (C) shall not be a narrow-based security index for the 3 following calendar months.

the dollar value of average daily trading volume and the market capitalization shall be calculated as of the preceding 6 full calendar months; and

The term “security futures product” means a security future or any put, call, straddle, option, or privilege on any security future.

The term “margin”, when used with respect to a security futures product, means the amount, type, and form of collateral required to secure any extension or maintenance of credit, or the amount, type, and form of collateral required as a performance bond related to thesecurity futures product.

The terms “margin level” and “level of margin”, when used with respect to a security futures product, mean the amount of margin required to secure any extension or maintenance of credit, or the amount of margin required as a performance bond related to thesecurity futures product.

The terms “higher margin level” and “higher level of margin”, when used with respect to a security futures product, mean a margin level established by a national securitiessection 78f(g) of this title that is higher than the minimum amount established and in effect pursuant to section 78g(c)(2)(B) of this title.

The term “credit rating” means an assessment of the creditworthiness of an obligor as an entity or with respect to specific securities or money market instruments.

engaged in the business of issuing credit ratings on the Internet or through another readily accessible means, for free or for a reasonable fee, but does not include a commercial credit reporting company;

receiving fees from either issuers, investors, or other market participants, or a combination thereof.

(62) Nationally recognized statistical rating organization.— The term “nationally recognized statistical rating organization” means a (A) issues credit ratings certified by qualified institutional buyers, in accordance with section 78o–7(a)(1)(B)(ix) of this title, with respect to—

issuers of asset-backed securities (as that term is defined in section 1101(c) of part 229 of title 17, Code of Federal Regulations, as in effect on September 29, 2006 );

issuers of government securities, municipal securities, or securities issued by a foreign government; or

The term “qualified institutional buyer” has the meaning given such term in section 230.144A(a) of title 17, Code of Federal Regulations, or any successor thereto.

The term “major swap participant” has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).

who maintains a substantial position in security-based swap categories, as such categories are determined by theEmployee Retirement Income Security Act of 1974 (29 U.S.C. 1002) for the primary purpose of hedging or mitigating any risk directly associated with the operation of the plan;

whose outstanding security-based swaps create substantial counterparty exposure that could have serious adverse effects on the financial stability of the United States banking system or financial markets; or

is highly leveraged relative to the amount of capital such entity holds and that is not subject to capital requirements established by an appropriate Federal banking agency; and

maintains a substantial position in outstanding security-based swap category, as such categories are determined by the Commission.

For purposes of subparagraph (A), the substantial position” at the threshold that the States. In setting the definition under this subparagraph, the person’s relative position in uncleared as opposed to cleared (C) Scope of designation.—

(A) In general.— Except as provided in subparagraph (B), the term “security-based swap” means any agreement, contract, or transaction that—

is a Commodity Exchange Act [7 U.S.C. 1a] (without regard to paragraph (47)(B)(x) of such section); and

an index that is a narrow-based security index, including any interest therein or on the value thereof;

the occurrence, nonoccurrence, or extent of the occurrence of an event relating to a single issuers of securities in a narrow-based security index, provided that such event directly affects the financial statements, financial condition, or financial obligations of the issuer.

The term “security-based swap” shall be construed to include a master agreement that provides for an agreement, contract, or transaction that is a security-based swap pursuant to subparagraph (A), together with all supplements to any such master agreement, without regard to whether the master agreement contains an agreement, contract, or transaction that is not a security-based swap pursuant to subparagraph (A), except that the master agreement shall be considered to be a security-based swap only with respect to each agreement, contract, or transaction under the master agreement that is a security-based swap pursuant to subparagraph (A).

The term “security-based swap” does not include any agreement, contract, or transaction that meets the definition of a security-based swap only because such agreement, contract, or transaction references, is based upon, or settles through the transfer, delivery, or receipt of an exempted security under paragraph (12), as in effect on January 11, 1983 (other than any municipalJanuary 11, 1983 ), unless such agreement, contract, or transaction is of the character of, or is commonly known in the trade as, a put, call, or other option.

The term “security-based swap” includes any agreement, contract, or transaction that is as described in subparagraph (A) and also is based on the value of 1 or more interest or other rates, currencies, commodities, instruments of indebtedness, indices, quantitative measures, other financial or economic interest or property of any kind (other than a singlenarrow-based security index), or the occurrence, non-occurrence, or the extent of the occurrence of an event or contingency associated with a potential financial, economic, or commercial consequence (other than an event described in subparagraph (A)(ii)(III)).

The term “index” means an index or group of securities, including any interest therein or based on the value thereof.

regularly enters into security-based swaps with counterparties as an ordinary course of business for its own account; or

engages in any activity causing it to be commonly known in the trade as a dealer or market maker in security-based swaps.

A security-based swap dealer for a single type or single class or category of security-based swap or activities and considered not to be a security-based swap dealer for other types, classes, or categories of (C) Exception.—

The term “security-based swap dealer” does not include a person’s own account, either individually or in a (D) De minimis exception.—

The security-based swap dealer an entity that engages in a de minimis quantity of security-based swap dealing in connection with transactions with or on behalf of its customers. The (72) Appropriate federal banking agency.—

The term “prudential regulator” has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).

The term “security-based swap data repository” means any records with respect to transactions or positions in, or the terms and conditions of, security-based swaps.

The term “swap dealer” has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).

(77) Security-based swap execution facility.— The term “security-based swap execution facility” means a trading system or platform in which multiple participants have the ability to execute or trade participants in the interstate commerce, including any trading facility, that—

For purposes of sections 78i, 78j, 78p, 78t, and 78u–1 of this title, and section 17 of the Securities Act of 1933 (15 U.S.C. 77q), the term “security-based swap agreement” means a swap agreement as defined in section 206A of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note) of which a material term is based on the price, yield, value, or volatility of any (B) Exclusions.—

(80) [7] Emerging growth company.— The term “ 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 (A)

the last day of the fiscal year of the Index for All Urban Consumers published by the Bureau of Labor Statistics , setting the threshold to the nearest 1,000,000) or more;

the date on which such section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.

(80) 7 Funding portal.— The term “funding portal” means anySecurities Act of 1933 (15 U.S.C. 77d(6)), that does not—

solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal;

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.

No 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.

(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 (A)

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

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.

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 eachDecember 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 (f) Consideration of promotion of efficiency, competition, and capital formation

Whenever pursuant to this chapter the self-regulatory organization, and is required to consider or determine whether an action is necessary or appropriate in the public interest, the (g) Church plans No church plan described in section 414(e) of title 26, no 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, 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—

if no such commission or other transaction-related sales compensation in connection with any activities conducted in reliance on the exemption provided by this subsection.

is subject to such other requirements under this chapter as the (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 funding portal rules of such national securities association written specifically for registered funding portals.

[1] See References in Text note below.

[2] So in original. Probably should be followed by a comma.

[3] So in original. The “; and” probably should be a comma.

[4] So in original. Probably should be followed by “and”.

[5] So in original. The semicolon probably should be a colon.

[6] So in original. Probably should be “evidenced”.

[7] So in original. Two pars. (80) have been enacted.

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 Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012 , 126 Stat. 314, and is classified to section 77d(a)(2), (5), and (6) of this title.

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.

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), July 21, 2010 , 124 Stat. 1557, by redesignating pars. (4) and (5) as (2) and (3), respectively.

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), Oct. 22, 1986 , 100 Stat. 2602, and, as so amended, relates to interest onFederal 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,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, Sept. 17, 1978 , 92 Stat. 607, which enacted chapter 32 (§ 3101 et seq.) and sections 347d and 611a of Title 12,section 3101 of Title 12 and Tables.

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,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 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, July 30, 2002 , 116 Stat. 745. Section 2 of the Act enacted section 7201 of this title and amended this section. For complete classification of this Act to the Code, see Short Title note set out under section 7201 of this title and Tables.

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, Dec. 30, 1970 , 84 Stat. 1636, which is classified generally to chapter 2B–1 (§ 78aaa et seq.) of this title. For complete classification of this Act to the Code, see section 78aaa of this title and Tables.

The Employee Retirement Income Security Act of 1974, referred to in subsec. (a)(54)(A)(v), is Pub. L. 93–406, Sept. 2, 1974 , 88 Stat. 832, which is classified principally to chapter 18 (§ 1001 et seq.) of Title 29, Labor. For complete classification of this Act to the Code, see Short Title note set out under section 1001 of Title 29 and Tables.

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.

Words “Philippine Islands” deleted from definition of term “section 1394 of Title 22, Foreign Relations and Intercourse, and is set out as a note under that section.

2012—Subsec. (a)(77), (79). Pub. L. 112–106, § 101(b)(1), redesignated par. (77) defining Pub. L. 112–106, § 304(b), added par. (80) defining Pub. L. 112–106, § 101(b)(2), added par. (80) defining Pub. L. 112–106, § 304(a)(1), added subsec. (h).

Subsec. (a)(5)(A), (B). Pub. L. 111–203, § 761(a)(1), inserted “(not includingPub. L. 111–203, § 761(a)(2), inserted Pub. L. 111–203, § 761(a)(3), inserted at end “ForPub. L. 111–203, § 761(a)(4), inserted at end “ForPub. 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 suchFederal 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 suchPub. L. 111–203, § 376(1)(A)(ii), substituted “a subsidiary or a department or division of such subsidiary, or aPub. L. 111–203, § 376(1)(A)(iii), substituted “a subsidiary or department or division of any suchFederal 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 suchPub. L. 111–203, § 376(1)(A)(iv), (v), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “theFederal 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 aPub. L. 111–203, § 376(1)(B)(i), substituted “a subsidiary of any suchFederal 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 suchPub. L. 111–203, § 376(1)(B)(ii), substituted “aPub. L. 111–203, § 376(1)(B)(iii), substituted “a subsidiary of any suchFederal 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 suchPub. L. 111–203, § 376(1)(B)(iv), (v), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “theFederal 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 aPub. 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 Pub. L. 111–203, § 376(1)(C)(ii), substituted “aPub. L. 111–203, § 376(1)(C)(iii), inserted “or aFederal 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: “theFederal Deposit Insurance Act (12 U.S.C. 1813(b))), the deposits of which are insured by the Federal Deposit Insurance Corporation , aPub. 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 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 aFederal Deposit Insurance Act (12 U.S.C. 1813(b)(3))), the deposits of which are insured by the Federal Deposit Insurance Corporation ” after 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 Pub. L. 111–203, § 376(1)(E)(ii)–(iv), redesignated cls. (iii) to (v) as (ii) to (iv), respectively, in cl. (iii), inserted “or aFederal 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: “theFederal 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 “nationalPub. L. 111–203, § 376(1)(F)(ii), inserted “, aFederal Deposit Insurance Act), the deposits of which are insured by the Federal Deposit Insurance Corporation ,” after “savingsPub. L. 111–203, § 376(1)(F)(iii), (iv), redesignated cl. (v) as (iv) and struck out former cl. (iv) which read as follows: “theFederal Deposit Insurance Act) the deposits of which are insured by the Federal Deposit Insurance Corporation ;”.

Subsec. (a)(53)(A). Pub. L. 111–203, § 939(e)(2), substituted “meets standards of credit-worthiness as established by thePub. 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 aPub. 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 toCongress . See Effective Date of 2010 Amendment note below.

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 UnitedPub. 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 overPub. L. 109–351, § 401(a)(2)(G), inserted at end of concluding provisions “As used in this paragraph, the term 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 aPub. L. 108–386, § 8(f)(2), struck out “, aPub. L. 108–386, § 8(f)(3), struck out “or aPub. 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)”.

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 Pub. L. 106–102, § 202, inserted heading and amended text of par. (5) generally. Prior to amendment, text read as follows: “The term 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 aPub. L. 106–102, § 231(b)(1), added subpar. (H) at end of par. (34).

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), realignedPub. 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 thePub. 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).

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”.

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:

Subsec. (a)(46). Pub. L. 103–202, § 109(a)(2), amended par. (46) generally. Prior to amendment, par. (46) read as follows: “The term section 1724 of title 12).”

Subsec. (a)(52). Pub. L. 103–202, § 109(a)(3), redesignated par. (51) defining Pub. L. 101–550, § 203(b)(1), inserted “foreign equivalent of a7 U.S.C. 7),” and “(7 U.S.C. 21),”, and “or foreign equivalent” after “contract market”.

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 Pub. L. 101–429 added par. (51) defining Pub. L. 101–73, § 744(u)(1)(B), substituted “Office of Thrift Supervision” for “Federal Home Loan BankPub. 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 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 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”.

1986—Subsec. (a)(12). Pub. L. 99–571, § 102(a), in amending par. (12) generally, expanded definition 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 toPub. 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 Banksection 1466a of title 12” in concluding provisions.

Subsec. (a)(39)(B). Pub. L. 99–571, § 102(c)(1)(A), which directed insertion of “or otherCongress .

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 orCommodity 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 anyPub. L. 96–477 included within definition of section 414(d) of title 26, substituted provisions relating to securities arising out of contracts issued by insurance companies for provisions relating tosection 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 section 78f(f) of this title, and expanded definition of term when used with respect to a registered securities association to include anyPub. L. 94–29, § 3(2), substituted “a naturalPub. L. 94–29, § 3(3), broughtPub. L. 94–29, § 3(4), expanded definition of Pub. L. 94–29, § 3(4), expanded definition to includePub. L. 94–29, § 3(4), substituted “ Pub. L. 94–29, § 3(5), broadened definition of term 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”.

1970—Subsec. (a)(12). Pub. L. 91–567 inserted provisions which brought within definition of 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 suchPub. 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 assection 401 of title 26; and such other securities as thePub. L. 91–373 inserted provisions which brought within definition of 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 suchPub. L. 91–567.

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.

Notwithstanding subsec. (a)(80) of this section, 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 firstSecurities Act of 1933 occurred on or before Dec. 8, 2011 , see section 101(d) of Pub. L. 112–106, set out as a note under section 77b of this title.

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 July 21, 2010 , except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 Title 12,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 July 21, 2010 , or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title.

Amendment by Pub. L. 108–386 effective Oct. 30, 2004 , and, except as otherwise provided, applicable with respect to fiscal year 2005 and each succeeding fiscal year, see sections 8(i) and 9 of Pub. L. 108–386, set out as notes under section 321 of Title 12, Effective Date of 1999 Amendment

Amendment by sections 201, 202, 207, and 208 of Pub. L. 106–102 effective at the end of the 18-month period beginning on Nov. 12, 1999 , see section 209 of Pub. L. 106–102, set out as a note under section 1828 of Title 12,section 221(b) of Pub. L. 106–102 effective 18 months after Nov. 12, 1999 , see section 225 of Pub. L. 106–102, set out as a note under section 77c of this title.

Amendment by Pub. L. 104–62 applicable as defense to any claim in administrative and judicial actions pending on or commenced after Dec. 8, 1995 , that anyPub. L. 104–62 is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or anysection 80a–3a of this title, except as specifically provided in such statutes, see section 7 of Pub. L. 104–62, set out as a note under section 77c of this title.

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, Effective Date of 1990 Amendment

Amendment by Pub. L. 101–429 effective 12 months after Oct. 15, 1990 , with provision to commence rulemaking proceedings to implement such amendment note later than 180 days after Oct. 15, 1990 , and with provisions relating to civil penalties and accounting and disgorgement, see section 1(c)(2), (3)(A), (C) of Pub. L. 101–429, set out in a note under section 77g of this title.

Amendment by Pub. L. 100–704, except for amendment by section 6, not applicable to actions occurring before Nov. 19, 1988 , see section 9 of Pub. L. 100–704, set out as a note under section 78o of this title.

Amendment by Pub. L. 99–571 effective 270 days after Oct. 28, 1986 , see section 401 of Pub. L. 99–571, set out as an Effective Date note under section 78o–5 of this title.

“The amendments made by this Act [amending this section and sections 78o, 78t, 78u, and 78ff of this title] shall become effective immediately upon enactment of this Act [ Aug. 10, 1984 ].”

Amendment by Pub. L. 94–29 effective June 4, 1975 , except for amendment of subsec. (a)(12) by Pub. L. 94–29 to be effective 180 days after June 4, 1975 , with provisions of subsec. (a)(3), as amended by Pub. L. 94–29, or rules or regulations thereunder, not to apply in a way so as to deprive anyJune 4, 1975 , asection 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title.

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 Dec. 14, 1970 , see section 30 of Pub L. 91–547, set out as a note under section 80a–52 of this title.

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.

The effective date of section 12(g)(1) of the Securities Exchange Act of 1934, as added by section 3(c) of this Act [section 78l(g)(1) of this title], shall be July 1, 1964 .

The effective date of the amendments to sections 12(b) and 15(a) of the Securities Exchange Act of 1934 [sections 78l(b) and 78o(a) of this title], contained in sections 3(a) and 6(a), respectively, of this Act shall be July 1, 1964 .

All other amendments contained in this Act [amending this section and sections 77d, 78l, 78m, 78n, 78o, 78o–3, 78p, 78t, 78w, and 78ff of this title] shall take effect on the date of its enactment [ Aug. 20, 1964 ].”

Not later than 180 days after the date of the enactment of this Act [ Oct. 13, 2006 ], the Securities and Exchange Commission (in this section [enacting this note and amending 15 U.S.C. 78c] referred to as the Federal Reserve System (hereafter in this section referred to as the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(4)], as amended by this subsection.

“(3) Rulemaking supersedes previous rulemaking.— A final single set of rules or regulations jointly adopted in accordance with this section shall supersede any other proposed or final rule issued by the Gramm-Leach-Bliley Act [ Nov. 12, 1999 ] with regard to the exceptions to the definition of aSecurities Exchange Act of 1934. No such other rule, whether or not issued in final form, shall have any force or effect on or after that date of enactment.

Prior to jointly adopting the single set of final rules or regulations required by this section, the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(4)(B)], as amended by this section and section 201 of the Gramm-Leach-Bliley Act [Pub. L. 106–102].

For purposes of this section, the term ‘Federal banking agencies’ means the Office of the Comptroller of the Currency , the Office of Thrift Supervision, and the Federal Deposit Insurance Corporation .”

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 , anysection 111 of Pub. L. 103–202, set out as a note under section 78o–5 of this title.

“The [Securities and Securities Exchange Act of 1934 (15 U.S.C. 78c[(h)]), as added by this subsection, not later than 270 days after the date of enactment of this Act [ Apr. 5, 2012 ].”

With respect to an exemption provided to emerging growth companies under this title [amending this section and sections 77b, 77e to 77g, 78k–1, 78m, 78n, 78n–1, 78o–6, 7213, and 7262 of this title, enacting provisions set out as notes under this section and sections 77b, 77g, and 78o–6 of this title, and amending provisions set out as a note under section 78l of this title], or an amendment made by this title, an “(b) Special Rule.— Notwithstanding subsection (a), with respect to the extension of time to comply with new or revised financial accounting standards provided under section 7(a)(2)(B) of the Securities Act of 1933 [15 U.S.C. 77g(a)(2)(B)] and section 13(a) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(a)], as added by section 102(b), if an “(1)

must make such choice at the time the Securities Exchange Act of 1934 [15 U.S.C. 78m] and notify the Securities and Exchange Commission of such choice;

may not select some standards to comply with in such manner and not others, but must comply with all such standards to the same extent that a non- “(3)

“As used in this title [amending this section and sections 77b, 77e to 77g, 78k–1, 78m, 78n, 78n–1, 78o–6, 7213, and 7262 of this title, enacting provisions set out as notes under this section and sections 77b, 77g, and 78o–6 of this title, and amending provisions set out as a note under section 78l of this title], the following definitions shall apply:

The term ‘initial public offering date’ means the date of the first Securities Act of 1933 [15 U.S.C. 77a et seq.].”

“As used in the amendment made by subsection (a) [enacting sections 206A to 206C of Pub. L. 106—102, set out below], the term Securities Act of 1933 [15 U.S.C. 77b(a)(1)] or section 3(a)(10) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(10)].”

“(a) Definition of Identified Banking Product.— Except as provided in subsection (e) [sic], for purposes of paragraphs (4) and (5) of section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4), (5)), the term ‘identified banking product’ means—

a deposit account, savings account, certificate of deposit, or other deposit instrument issued by a “(2)

have the opportunity to review and assess any material information, including information regarding the borrower’s creditworthiness; and

based on such factors as financial sophistication, net worth, and knowledge and experience in financial matters, have the capability to evaluate the information available, as determined under generally applicable banking standards or guidelines; or

Classification of a particular product as an identified banking product pursuant to this section shall not be construed as finding or implying that such product is or is not a Commodity Exchange Act [7 U.S.C. 1 et seq.].

For purposes of this section, the terms ‘Securities Exchange Act of 1934 [15 U.S.C. 78c(a)], as amended by this Act.”

is any combination or permutation of, or option on, any agreement, contract, or transaction described in any of paragraphs (1) through (4).

any put, call, straddle, option, or privilege entered into on a national securities Securities Exchange Act of 1934 [15 U.S.C. 78f(a)] relating to foreign currency;

any note, bond, or evidence of indebtedness that is a Securities Act of 1933 [15 U.S.C. 77b(a)(1)] or section 3(a)(10) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(10)]; or

As used in this section, the term ‘Pub. L. 111–203, title VII, § 762(a), July 21, 2010 , 124 Stat. 1759.]

[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 July 21, 2010 , or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B.]

For transfer of functions of Securities and Exchange Commission , with certain exceptions, to Chairman of suchMay 24, 1950 , 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.