r/title-15-COMMERCE-AND-TRADE wiki — defined terms

“State” applies in that section

The term “State” means any State of the United States.;

“underwriter” applies in that section

The term “underwriter” means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors’ or sellers’ commission.;

“voting security” applies in that section

The term “voting security” means any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement, or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are presently entitled to vote in the direction or management of the affairs of a person; and a specified percentage of the voting securities of a person means such amount of the outstanding voting securities of such person as entitles the holder or holders thereof to cast such specified percentage of the aggregate votes which the holders of all the outstanding …

“ancillary services” applies in that section

the term “ancillary services” means— (A) the provision of due diligence services, in connection with the offer, sale, purchase, or negotiation of such security, so long as such services do not include, for separate compensation, investment advice or recommendations to issuers or investors; and (B) the provision of standardized documents to the issuers and investors, so long as such person or entity does not negotiate the terms of the issuance for and on behalf of third parties and issuers are not required to use the standardized documents as a condition of using the service.

“issuer” applies in that section

the term “issuer” includes any person who is a director or partner of the issuer, and the principal executive officer or officers, principal financial officer, and controller or principal accounting officer of the issuer (and any person occupying a similar status or performing a similar function) that offers or sells a security in a transaction exempted by the provisions of section 77d(6) 1 of this title, and any person who offers or sells the security in such offering.

“blank check company” applies in that section

the term “blank check company” means any development stage company that is issuing a penny stock (within the meaning of section 78c(a)(51) of this title ) and that— (A) has no specific business plan or purpose; or (B) has indicated that its business plan is to merge with an unidentified company or companies. (c) Disclosure requirements (1) In general The Commission shall adopt regulations under this subsection requiring each issuer of an asset-backed security to disclose, for each tranche or class of security, information regarding the assets backing that security.

“securities” applies in that section

the terms “security” and “securities” shall include only such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness issued to evidence an obligation to repay moneys lent to a person by one or more banks, trust companies, or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness; (B) an obligation shall be deemed to be in default when a default in payment of principal shall have continued for thirty days or more, and shall not have been cured; and (C) the indenture trustee shall not be deemed the owner or holder of (i) any security which it holds as collateral security …

“security” applies in that section

the terms “security” and “securities” shall include only such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness issued to evidence an obligation to repay moneys lent to a person by one or more banks, trust companies, or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness; (B) an obligation shall be deemed to be in default when a default in payment of principal shall have continued for thirty days or more, and shall not have been cured; and (C) the indenture trustee shall not be deemed the owner or holder of (i) any security which it holds as collateral security …

“series” applies in that section

the term “series of securities” or “series” means a series, class or group of securities issuable under an indenture pursuant to whose terms holders of one such series may vote to direct the indenture trustee, or otherwise take action pursuant to a vote of such holders, separately from holders of another such series: Provided , That “series of securities” or “series” shall not include any series of securities issuable under an indenture if all such series rank equally and are wholly unsecured.

“series of securities” applies in that section

the term “series of securities” or “series” means a series, class or group of securities issuable under an indenture pursuant to whose terms holders of one such series may vote to direct the indenture trustee, or otherwise take action pursuant to a vote of such holders, separately from holders of another such series: Provided , That “series of securities” or “series” shall not include any series of securities issuable under an indenture if all such series rank equally and are wholly unsecured.

“default” applies in that section

the term “default” means any failure to make payment in full of principal or interest, when and as the same becomes due and payable, under any indenture which has been qualified under this subchapter, and under which the indenture trustee is trustee and the person of whom the indenture trustee is directly or indirectly a creditor is an obligor; and

“dividends” applies in that section

the term “dividends” shall include any distribution with respect to such claim, in bankruptcy or receivership or in proceedings for reorganization pursuant to the Bankruptcy Act or applicable State law, whether such distribution is made in cash, securities, or other property, but shall not include any such distribution with respect to the secured portion, if any, of such claim.

“indenture security holder” applies in that section

the term “indenture security holder” means all holders of securities outstanding under any such indenture under which any such default exists. In any case commenced under the Bankruptcy Act of July 1, 1898 , or any amendment thereto enacted prior to November 6, 1978 , all references to periods of three months shall be deemed to be references to periods of four months.

“affiliate of the issuer” applies in that section

The term “affiliate of the issuer” means a person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with, the issuer. (2) Covered class action (A) In general

“covered class action” applies in that section

The term “covered class action” means— (i) any single lawsuit in which— (I) damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class, without reference to issues of individualized reliance on an alleged misstatement or omission, predominate over any questions affecting only individual persons or members; or (II) one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those persons or members of the prospective class predominate over any questions …

“covered security” applies in that section

The term “covered security” means a security that satisfies the standards for a covered security specified in paragraph (1) or (2) of section 77r(b) of this title at the time during which it is alleged that the misrepresentation, omission, or manipulative or deceptive conduct occurred, except that such term shall not include any debt security that is exempt from registration under this subchapter pursuant to rules issued by the Commission under section 77d(2) 1 of this title.

“State pension plan” applies in that section

the term “State pension plan” means a pension plan established and maintained for its employees by the government of the State or political subdivision thereof, or by any agency or instrumentality thereof. (3) Actions under contractual agreements between issuers and indenture trustees Notwithstanding subsection (b) or (c), a covered class action that seeks to enforce a contractual agreement between an issuer and an indenture trustee may be maintained in a State or Federal court by a party to the agreement or a successor to such party.

“offering document” applies in that section

The term “offering document”— (A) has the meaning given the term “prospectus” in section 77b(a)(10) of this title , but without regard to the provisions of subparagraphs (a) and (b) of that section; and (B) includes a communication that is not deemed to offer a security pursuant to a rule of the Commission. (2) Prepared by or on behalf of the issuer Not later than 6 months after October 11, 1996 , the Commission shall, by rule, define the term “prepared by or on behalf of the issuer” for purposes of this section. (3) State

“senior security” applies in that section

The term “senior security” means any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.

“State” applies in that section

the term “State” includes the District of Columbia and the territories of the United States. (3) Enforcement of requirements Nothing in this section shall prohibit the securities commission (or any agency or office performing like functions) of any State from suspending the offer or sale of securities within such State as a result of the failure to submit any filing or fee required under law and permitted under this section. (d) Definitions For purposes of this section, the following definitions shall apply: (1) Offering document

“person participating in an offering of penny stock” applies in that section

the term “person participating in an offering of penny stock” includes any person engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of, any penny stock. The Commission may, by rule or regulation, define such term to include other activities, and may, by rule, regulation, or order, exempt any person or class of persons, in whole or in part, conditionally or unconditionally, from inclusion in such term.

“blank check company” applies in that section

The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.

“direct participation investment program” applies in that section

The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.

“executive officer of an entity” applies in that section

The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.

“forward-looking statement” applies in that section

The term “forward-looking statement” means— (A) a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, capital expenditures, dividends, capital structure, or other financial items; (B) a statement of the plans and objectives of management for future operations, including plans or objectives relating to the products or services of the issuer; (C) a statement of future economic performance, including any such statement contained in a discussion and analysis of financial condition by the management or in the results of operations included pursuant to the rules and regulations of the Commission; (D) any statement of the …

“going private transaction” applies in that section

The term “going private transaction” has the meaning given that term under the rules or regulations of the Commission issued pursuant to section 78m(e) of this title . (5) Securities laws

“investment company” applies in that section

The term “investment company” has the same meaning as in section 80a–3(a) of this title . (3) Penny stock

“limited liability company” applies in that section

The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.

“partnership” applies in that section

The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.

“penny stock” applies in that section

The term “penny stock” has the same meaning as in section 78c(a)(51) of this title , and the rules and regulations, or orders issued pursuant to that section. (4) Going private transaction

“person acting on behalf of an issuer” applies in that section

The term “person acting on behalf of an issuer” means an officer, director, or employee of the issuer. (7) Other terms

“rollup transaction” applies in that section

The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.

“securities laws” applies in that section

The term “securities laws” has the same meaning as in section 78c of this title . (6) Person acting on behalf of an issuer

“affiliate of the issuer” applies in that section

The term “affiliate of the issuer” means a person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with, the issuer. (B) Covered class action

“covered class action” applies in that section

The term “covered class action” means— (i) any single lawsuit in which— (I) damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class, without reference to issues of individualized reliance on an alleged misstatement or omission, predominate over any questions affecting only individual persons or members; or (II) one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those persons or members of the prospective class predominate over any questions …

“covered security” applies in that section

The term “covered security” means a security that satisfies the standards for a covered security specified in paragraph (1) or (2) of section 18(b) of the Securities Act of 1933 [ 15 U.S.C. 77r(b) ], at the time during which it is alleged that the misrepresentation, omission, or manipulative or deceptive conduct occurred, except that such term shall not include any debt security that is exempt from registration under the Securities Act of 1933 [ 15 U.S.C. 77a et seq.] pursuant to rules issued by the Commission under section 4(2) 1 of that Act [ 15 U.S.C. 77d(a)(2) ].

“State pension plan” applies in that section

the term “State pension plan” means a pension plan established and maintained for its employees by the government of a State or political subdivision thereof, or by any agency or instrumentality thereof. (C) Actions under contractual agreements between issuers and indenture trustees Notwithstanding paragraph (1) or (2), a covered class action that seeks to enforce a contractual agreement between an issuer and an indenture trustee may be maintained in a State or Federal court by a party to the agreement or a successor to such party.

“affiliated person” applies throughout its chapter

The terms “investment company”, “affiliated person”, “insurance company”, “separate account”, and “company” have the same meanings as in the Investment Company Act of 1940 [ 15 U.S.C. 80a–1 et seq.].;

“appropriate Federal banking agency” applies throughout its chapter

The term “appropriate Federal banking agency” has the same meaning as in section 3(q) of the Federal Deposit Insurance Act ( 12 U.S.C. 1813(q) ). (73) Board .—

“appropriate regulatory agency” applies throughout its chapter

The term “appropriate regulatory agency” means— (A) When used with respect to a municipal securities dealer: (i) the Comptroller of the Currency, in the case of a national bank, 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.

“asset-backed security” applies throughout its chapter

The term “asset-backed security”— (A) means a fixed-income or other security collateralized by any type of self-liquidating financial asset (including a loan, a lease, a mortgage, or a secured or unsecured receivable) that allows the holder of the security to receive payments that depend primarily on cash flow from the asset, including— (i) a collateralized mortgage obligation; (ii) a collateralized debt obligation; (iii) a collateralized bond obligation; (iv) a collateralized debt obligation of asset-backed securities; (v) a collateralized debt obligation of collateralized debt obligations; and (vi) a security that the Commission, by rule, determines to be an asset-backed security for …

“associated person of a broker or dealer” applies throughout its chapter

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 person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with 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 78 o (b) of this title (other than paragraph (6) thereof).;

“associated person of a transfer agent” applies in that section

The term “person associated with a transfer agent” and “associated person of a transfer agent” mean any person (except an employee whose functions are solely clerical or ministerial) directly engaged in the management, direction, supervision, or performance of any of the transfer agent’s activities with respect to transfer agent functions, and any person directly or indirectly controlling such activities or controlled by the transfer agent in connection with such activities.;

“audit committee” applies throughout its chapter

The term “audit committee” means— (A) a committee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and (B) if no such committee exists with respect to an issuer, the entire board of directors of the issuer. (59) Registered public accounting firm .—

“bank” applies throughout its chapter

The term “bank” means (A) a banking institution organized under the laws of the United States or a Federal savings association, as defined in section 1462(5) 1 of title 12, (B) a member bank of the Federal 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 State or of the United 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 …

“bank holding company” applies in that section

the terms “bank holding company” and “subsidiary of a bank holding company” have the meanings given them in section 1841 of title 12 . As used in this paragraph,

“Board” applies throughout its chapter

The term “Board” means the Board of Governors of the Federal Reserve System. (74) Prudential regulator .—

“broker” applies throughout its chapter

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 …

“broker or dealer” applies throughout its chapter

the term “broker or dealer” includes a funding portal and

“clearing agency” applies throughout its chapter

The term “clearing agency” means any person who acts as an intermediary in making payments or deliveries or both in connection with transactions in securities or who provides facilities for comparison of data respecting the terms of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities.

“Commission” applies throughout its chapter

The term “Commission” means the Securities and Exchange Commission established by section 78d of this title .;

“company” applies throughout its chapter

The terms “investment company”, “affiliated person”, “insurance company”, “separate account”, and “company” have the same meanings as in the Investment Company Act of 1940 [ 15 U.S.C. 80a–1 et seq.].;

“credit rating” applies throughout its chapter

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. (61) Credit rating agency .—

“credit rating agency” applies throughout its chapter

The term “credit rating agency” means any person— (A) 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; (B) employing either a quantitative or qualitative model, or both, to determine credit ratings; and (C) receiving fees from either issuers, investors, or other market participants, or a combination thereof. (62) Nationally recognized statistical rating organization .—

“dealer” applies throughout its chapter

The term “dealer” means any person engaged in the business of buying and selling securities (not including security-based swaps, other than security-based swaps with or for persons that are not eligible contract participants) for such person’s own account through a broker or otherwise. (B) Exception for person not engaged in the business of dealing .— The term “dealer” does not include a person that buys or sells securities (not including security-based swaps, other than security-based swaps with or for persons that are not eligible contract participants) for such person’s own account, either individually or in a fiduciary capacity, but not as a part of a regular business.

“director” applies throughout its chapter

The term “director” means any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated.;

“eligible contract participant” applies throughout its chapter

The term “eligible contract participant” has the same meaning as in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a ). (66) Major swap participant .—

“emerging growth company” applies in that section

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.

“equity security” applies throughout its chapter

The term “equity security” means any stock or similar security; or any security future on any such 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. (12);

“exchange” applies throughout its chapter

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.

“exclusive processor” applies throughout its chapter

The term “exclusive processor” means any securities information processor or self-regulatory organization which, directly or indirectly, engages on an exclusive basis on behalf of any national securities exchange or registered securities association, or any national securities exchange or registered securities association which engages on an exclusive basis on its own behalf, in collecting, processing, or preparing for distribution or publication any information with respect to (i) transactions or quotations on or effected or made by means of any facility of such exchange or (ii) quotations distributed or published by means of any electronic system operated or controlled by such …

“exempted securities” applies throughout its chapter

The term “exempted security” or “exempted securities” includes— (i) government securities, as defined in paragraph (42) of this subsection; (ii) municipal securities, as defined in paragraph (29) of this subsection; (iii) 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.

“exempted security” applies throughout its chapter

The term “exempted security” or “exempted securities” includes— (i) government securities, as defined in paragraph (42) of this subsection; (ii) municipal securities, as defined in paragraph (29) of this subsection; (iii) 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.

“fiduciary capacity” applies throughout its chapter

the term “fiduciary capacity” means— (i) 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 bank receives a fee for its investment advice; (ii) in any capacity in which the bank possesses investment discretion on behalf of another; or (iii) in any other similar capacity. (E) Exception for entities subject to section 78 o (e).

“financial institution” applies in that section

The term “financial institution” means— (A) a bank (as defined in paragraph (6) of this subsection); (B) a foreign bank (as such term is used in the International Banking Act of 1978); and (C) 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.;

“financial responsibility rules” applies in that section

The term “financial responsibility rules” means the rules and regulations of the Commission or the rules and regulations prescribed by any self-regulatory organization relating to financial responsibility and related practices which are designated by the Commission, by rule or regulation, to be financial responsibility rules.;

“foreign financial regulatory authority” applies in that section

The term “foreign financial regulatory authority” means any (A) foreign securities authority, (B) other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of fiduciaries, trusts, commercial lending, insurance, trading in contracts of sale of a commodity for future delivery, or other instruments traded on or subject to the rules of a contract market, board of trade, or foreign equivalent, or other financial activities, or (C) membership organization a function of which is to regulate participation of its members in activities listed above. (53);

“foreign securities authority” applies in that section

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. (51);

“funding portal” applies in that section

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.

“government securities” applies in that section

The term “government securities” means— (A) securities which are direct obligations of, or obligations guaranteed as to principal or interest by, the United States; (B) 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; (C) 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 …

“government securities broker” applies in that section

The term “government securities broker” means any person regularly engaged in the business of effecting transactions in government securities for the account of others, but does not include— (A) any corporation the securities of which are government securities under subparagraph (B) or (C) of paragraph (42) of this subsection; or (B) any person registered with the Commodity Futures Trading Commission, any contract market designated by the Commodity Futures Trading Commission, such contract market’s affiliated clearing organization, or any floor trader on such contract market, solely because such person effects transactions in government securities that the Commission, after consultation …

“government securities dealer” applies in that section

The term “government securities dealer” means any person engaged in the business of buying and selling government securities for his own account, through a broker or otherwise, but does not include— (A) any person insofar as he buys or sells such securities for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business; (B) any corporation the securities of which are government securities under subparagraph (B) or (C) of paragraph (42) of this subsection; (C) any bank, unless the bank is engaged in the business of buying and selling government securities for its own account other than in a fiduciary capacity, through a broker or otherwise; or …

“index” applies throughout its chapter

The term “index” means an index or group of securities, including any interest therein or based on the value thereof. (69) Swap .—

“insurance company” applies throughout its chapter

The terms “investment company”, “affiliated person”, “insurance company”, “separate account”, and “company” have the same meanings as in the Investment Company Act of 1940 [ 15 U.S.C. 80a–1 et seq.].;

“insured credit union” applies in that section

the term “insured credit union” has the same meaning as in section 1752 of title 12 . (54) Qualified investor.— (A) Definition .— Except as provided in subparagraph (B), for purposes of this chapter,

“insured depository institution” applies in that section

the term “insured depository institution” has the same meaning as in section 3 of the Federal Deposit Insurance Act [ 12 U.S.C. 1813 ]; and;

“interstate commerce” applies throughout its chapter

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 State and any place or ship outside thereof. The term also includes intrastate use of (A) any facility of a national securities exchange or of a telephone or other interstate means of communication, or (B) any other interstate instrumentality.;

“investment adviser” applies throughout its chapter

The terms “investment adviser” and “underwriter” have the same meanings as in the Investment Advisers Act of 1940 [ 15 U.S.C. 80b–1 et seq.]. (21) The term “person associated with a member” or “associated person of a member” when used with respect to a member of a national securities exchange or registered securities association means any partner, officer, director, or branch manager of such member (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with such member, or any employee of such member. (22);

“investment company” applies throughout its chapter

The terms “investment company”, “affiliated person”, “insurance company”, “separate account”, and “company” have the same meanings as in the Investment Company Act of 1940 [ 15 U.S.C. 80a–1 et seq.].;

“issuer” applies throughout its chapter

The term “issuer” means any person who issues or proposes to issue any security; except that with respect to certificates of deposit for securities, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or of the fixed, restricted management, or unit type,

“major security-based swap participant” applies throughout its chapter

The term “major security-based swap participant” means any person— (i) who is not a security-based swap dealer; and (ii) (I) who maintains a substantial position in security-based swaps for any of the major security-based swap categories, as such categories are determined by the Commission, excluding both positions held for hedging or mitigating commercial risk and positions maintained by any employee benefit plan (or any contract held by such a plan) as defined in paragraphs (3) and (32) of section 3 of the Employee Retirement Income Security Act of 1974 ( 29 U.S.C.

“major swap participant” applies throughout its chapter

The term “major swap participant” has the same meaning as in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a ). (67) Major security-based swap participant.— (A) In general .—

“market maker” applies in that section

The term “market maker” means any specialist permitted to act as a dealer, any dealer acting in the capacity of block positioner, and any dealer who, with respect to a security, holds himself out (by entering quotations in an inter-dealer communications system or otherwise) as being willing to buy and sell such security for his own account on a regular or continuous basis.

“mortgage related security” applies in that section

The term “mortgage related security” means a security that meets standards of credit-worthiness as established by the Commission, and either: (A) represents ownership of one or more promissory notes or certificates of interest or participation in such notes (including any rights designed to assure servicing of, or the receipt or timeliness of receipt by the holders of such notes, certificates, or participations of amounts payable under, such notes, certificates, or participations), which notes: (i) 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 …

“municipal securities” applies throughout its chapter

The term “municipal securities” means securities which are direct obligations of, or obligations guaranteed as to principal or interest by, a State or any political subdivision thereof, or any agency or instrumentality of a State or any political subdivision thereof, or any municipal corporate instrumentality of one or more States, or any security which is an industrial development bond (as defined in section 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 …

“municipal securities broker” applies throughout its chapter

The term “municipal securities broker” means a broker engaged in the business of effecting transactions in municipal securities for the account of others. (32) The term “person associated with a municipal securities dealer” when used with respect to a municipal securities dealer which is a bank or a division or department of a bank means any person directly engaged in the management, direction, supervision, or performance of any of the municipal securities dealer’s activities with respect to municipal securities, and any person directly or indirectly controlling such activities or controlled by the municipal securities dealer in connection with such activities.;

“municipal securities dealer” applies throughout its chapter

The term “municipal securities dealer” means any person (including a separately identifiable department or division of a bank) engaged in the business of buying and selling municipal securities for his own account, through a broker or otherwise, but does not include— (A) any person insofar as he buys or sells such securities for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business; or (B) a bank, unless the bank is engaged in the business of buying and selling municipal securities for its own account other than in a fiduciary capacity, through a broker or otherwise: Provided, however , That if the bank is engaged in such business …

“municipal securities investment portfolio” applies throughout its chapter

The term “municipal securities investment portfolio” means all municipal securities held for investment and not for sale as part of a regular business by a municipal securities dealer or by a person, directly or indirectly, controlling, controlled by, or under common control with a municipal securities dealer.;

“narrow-based security index” applies throughout its chapter

The term “narrow-based security index” means an index— (i) that has 9 or fewer component securities; (ii) in which a component security comprises more than 30 percent of the index’s weighting; (iii) in which the five highest weighted component securities in the aggregate comprise more than 60 percent of the index’s weighting; or (iv) 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 …

“nationally recognized statistical rating organization” applies throughout its chapter

The term “nationally recognized statistical rating organization” means a credit rating agency that— (A) issues credit ratings certified by qualified institutional buyers, in accordance with section 78 o –7(a)(1)(B)(ix) of this title, with respect to— (i) financial institutions, brokers, or dealers; (ii) insurance companies; (iii) corporate issuers; (iv) 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 ); (v) issuers of government securities, municipal securities, or securities issued by a foreign government; or (vi) a combination of one or more categories of obligors …

“penny stock” applies in that section

The term “penny stock” means any equity security other than a security that is— (i) registered or approved for registration and traded on a national securities exchange that meets such criteria as the Commission shall prescribe by rule or regulation for purposes of this paragraph; (ii) 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 Commission shall prescribe by rule or regulation for purposes of this paragraph; (iii) issued by an investment company registered under the Investment Company Act of 1940 [ 15 U.S.C.

“person” applies throughout its chapter

The term “person” means a natural person, company, government, or political subdivision, agency, or instrumentality of a government.;

“person associated with a broker or dealer” applies throughout its chapter

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 person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with 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 78 o (b) of this title (other than paragraph (6) thereof).;

“person associated with a transfer agent” applies in that section

The term “person associated with a transfer agent” and “associated person of a transfer agent” mean any person (except an employee whose functions are solely clerical or ministerial) directly engaged in the management, direction, supervision, or performance of any of the transfer agent’s activities with respect to transfer agent functions, and any person directly or indirectly controlling such activities or controlled by the transfer agent in connection with such activities.;

“prudential regulator” applies throughout its chapter

The term “prudential regulator” has the same meaning as in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a ). (75) Security-based swap data repository .—

“qualified institutional buyer” applies throughout its chapter

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. (65) Eligible contract participant .—

“qualified investor” applies throughout its chapter

the term “qualified investor” means— (i) any investment company registered with the Commission under section 8 of the Investment Company Act of 1940 [ 15 U.S.C. 80a–8 ]; (ii) any issuer eligible for an exclusion from the definition of investment company pursuant to section 3(c)(7) of the Investment Company Act of 1940 [ 15 U.S.C. 80a–3(c)(7) ]; (iii) any bank (as defined in paragraph (6) of this subsection), savings association (as defined in section 3(b) of the Federal Deposit Insurance Act [ 12 U.S.C. 1813(b) ]), broker, dealer, insurance company (as defined in section 2(a)(13) of the Securities Act of 1933 [ 15 U.S.C.

“qualified plan” applies throughout its chapter

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 …

“records” applies in that section

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.;

“registered broker or dealer” applies in that section

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

“registered public accounting firm” applies throughout its chapter

The term “registered public accounting firm” has the same meaning as in section 2 of the Sarbanes-Oxley Act of 2002 [ 15 U.S.C. 7201 ]. (60) Credit rating .—

“rules of a clearing agency” applies throughout its chapter

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 exchange, association of brokers and dealers, or clearing agency, respectively, and such of the stated policies, practices, and interpretations of such exchange, association, or clearing agency as the Commission, by rule, may determine to be necessary or appropriate in the public interest or for the protection of investors to be deemed to be rules of such exchange, association, or clearing agency.;

“rules of a self-regulatory organization” applies throughout its chapter

The term “rules of a self-regulatory organization” means the rules of an exchange which is a national securities exchange, the rules of an association of brokers and dealers which is a registered securities association, the rules of a clearing agency which is a registered clearing agency, or the rules of the Municipal Securities Rulemaking Board.;

“rules of an association” applies throughout its chapter

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 exchange, association of brokers and dealers, or clearing agency, respectively, and such of the stated policies, practices, and interpretations of such exchange, association, or clearing agency as the Commission, by rule, may determine to be necessary or appropriate in the public interest or for the protection of investors to be deemed to be rules of such exchange, association, or clearing agency.;

“rules of an exchange” applies throughout its chapter

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 exchange, association of brokers and dealers, or clearing agency, respectively, and such of the stated policies, practices, and interpretations of such exchange, association, or clearing agency as the Commission, by rule, may determine to be necessary or appropriate in the public interest or for the protection of investors to be deemed to be rules of such exchange, association, or clearing agency.;

“savings and loan holding company” applies in that section

the term “savings and loan holding company” has the same meaning as in section 1467a(a) of title 12 . (35) A person exercises “investment discretion” with respect to an account if, directly or indirectly, such person (A) is authorized to determine what securities or other property shall be purchased or sold by or for the account, (B) makes decisions as to what securities or other property shall be purchased or sold by or for the account even though some other person may have responsibility for such investment decisions, or (C) otherwise exercises such influence with respect to the purchase and sale of securities or other property by or for the account as the Commission, by rule, determines, …

“securities information processor” applies throughout its chapter

The term “securities information processor” means any person engaged in the business of (i) collecting, processing, or preparing for distribution or publication, or assisting, participating in, or coordinating the distribution or publication of, information with respect to transactions in or quotations for any security (other than an exempted 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.

“securities laws” applies in that section

The term “securities laws” means the Securities Act of 1933 ( 15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq.), the Sarbanes-Oxley Act of 2002 [ 15 U.S.C. 7201 et seq.], the Trust Indenture Act of 1939 ( 15 U.S.C. 77aaa et seq.), the Investment Company Act of 1940 ( 15 U.S.C. 80a–1 et seq.), the Investment Advisers Act of 1940 ( 15 U.S.C. 80b et seq.) [ 15 U.S.C. 80b–1 et seq.], and the Securities Investor Protection Act of 1970 ( 15 U.S.C. 78aaa et seq.).;

“security” applies throughout its chapter

The term “security” means any note, stock, treasury stock, 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, 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 …

“security future” applies throughout its chapter

The term “security future” means a contract of sale for future delivery of a single security or of a narrow-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 municipal security as defined in paragraph (29) of this subsection as in effect on January 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.

“security futures product” applies throughout its chapter

The term “security futures product” means a security future or any put, call, straddle, option, or privilege on any security future. (57) (A) 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 the purchase, sale, or carrying of a security futures product.

“security-based swap” applies throughout its chapter

the term “security-based swap” means any agreement, contract, or transaction that— (i) is a swap, as that term is defined under section 1a of the Commodity Exchange Act [ 7 U.S.C. 1a ] (without regard to paragraph (47)(B)(x) of such section); and (ii) is based on— (I) an index that is a narrow-based security index, including any interest therein or on the value thereof; (II) a single security or loan, including any interest therein or on the value thereof; or (III) the occurrence, nonoccurrence, or extent of the occurrence of an event relating to a single issuer of a security or the issuers of securities in a narrow-based security index, provided that such event directly affects the …

“security-based swap agreement” applies throughout its chapter

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 security or any group or index of securities, or any interest therein. (B) Exclusions .— The term “security-based swap agreement” does not include any security-based swap. (79) Asset-backed security .—

“security-based swap data repository” applies throughout its chapter

The term “security-based swap data repository” means any person that collects and maintains information or records with respect to transactions or positions in, or the terms and conditions of, security-based swaps entered into by third parties for the purpose of providing a centralized recordkeeping facility for security-based swaps. (76) Swap dealer .—

“security-based swap dealer” applies throughout its chapter

The term “security-based swap dealer” means any person who— (i) holds themself out as a dealer in security-based swaps; (ii) makes a market in security-based swaps; (iii) regularly enters into security-based swaps with counterparties as an ordinary course of business for its own account; or (iv) engages in any activity causing it to be commonly known in the trade as a dealer or market maker in security-based swaps.

“security-based swap execution facility” applies throughout its chapter

The term “security-based swap execution facility” means a trading system or platform in which multiple participants have the ability to execute or trade security-based swaps by accepting bids and offers made by multiple participants in the facility or system, through any means of interstate commerce, including any trading facility, that— (A) facilitates the execution of security-based swaps between persons; and (B) is not a national securities exchange. (78) Security-based swap agreement.— (A) In general .— 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 ),

“self-regulatory organization” applies throughout its chapter

The term “self-regulatory organization” means any national securities exchange, registered securities association, or registered clearing agency, or (solely for purposes of sections 78s(b), 78s(c), and 78w(b) 1 of this title) the Municipal Securities Rulemaking Board established by section 78 o –4 of this title.;

“separate account” applies throughout its chapter

The terms “investment company”, “affiliated person”, “insurance company”, “separate account”, and “company” have the same meanings as in the Investment Company Act of 1940 [ 15 U.S.C. 80a–1 et seq.].;

“small business concern” applies in that section

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 ;

“small business related security” applies in that section

The term “small business related security” means a security that meets standards of credit-worthiness as established by the Commission, and either— (i) 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 State authority, or a finance company or leasing company; or (ii) is secured by an interest in 1 or more promissory notes or leases of personal property (with or without recourse to the issuer or lessee) and provides for payments of principal …

“State” applies throughout its chapter

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

“subsidiary of a bank holding company” applies in that section

the terms “bank holding company” and “subsidiary of a bank holding company” have the meanings given them in section 1841 of title 12 . As used in this paragraph,

“swap” applies throughout its chapter

The term “swap” has the same meaning as in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a ). (70) Person associated with a security-based swap dealer or major security-based swap participant.— (A) In general .—

“swap dealer” applies throughout its chapter

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 .—

“transfer agent” applies throughout its chapter

The term “transfer agent” means any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (A) countersigning such securities upon issuance; (B) monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar; (C) registering the transfer of such securities; (D) exchanging or converting such securities; or (E) transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates.

“underwriter” applies throughout its chapter

The terms “investment adviser” and “underwriter” have the same meanings as in the Investment Advisers Act of 1940 [ 15 U.S.C. 80b–1 et seq.]. (21) The term “person associated with a member” or “associated person of a member” when used with respect to a member of a national securities exchange or registered securities association means any partner, officer, director, or branch manager of such member (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with such member, or any employee of such member. (22);

“financial entity” applies in that section

the term “financial entity” means— (i) a swap dealer; (ii) a security-based swap dealer; (iii) a major swap participant; (iv) a major security-based swap participant; (v) a commodity pool as defined in section 1a(10) of title 7 ; (vi) a private fund as defined in section 80b–2(a) of this title ; (vii) an employee benefit plan as defined in paragraphs (3) and (32) of section 1002 of title 29 ; (viii) a person predominantly engaged in activities that are in the business of banking or financial in nature, as defined in section 1843(k) of title 12 .

“foreign official” applies in that section

The term “foreign official” means any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. (B) For purposes of subparagraph (A),

“public international organization” applies in that section

the term “public international organization” means— (i) an organization that is designated by Executive order pursuant to section 288 of title 22 ; or (ii) any other international organization that is designated by the President by Executive order for the purposes of this section, effective as of the date of publication of such order in the Federal Register.

“routine governmental action” applies in that section

The term “routine governmental action” means only an action which is ordinarily and commonly performed by a foreign official in— (i) obtaining permits, licenses, or other official documents to qualify a person to do business in a foreign country; (ii) processing governmental papers, such as visas and work orders; (iii) providing police protection, mail pick-up and delivery, or scheduling inspections associated with contract performance or inspections related to transit of goods across country; (iv) providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products or commodities from deterioration; or (v) actions of a similar nature.

“United States person” applies in that section

the term “United States person” means a national of the United States (as defined in section 1101 of title 8 ) or any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship organized under the laws of the United States or any State, territory, possession, or commonwealth of the United States, or any political subdivision thereof.

“domestic concern” applies in that section

The term “domestic concern” means— (A) any individual who is a citizen, national, or resident of the United States; and (B) any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship which has its principal place of business in the United States, or which is organized under the laws of a State of the United States or a territory, possession, or commonwealth of the United States. (2);

“foreign official” applies in that section

The term “foreign official” means any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. (B) For purposes of subparagraph (A),

“interstate commerce” applies in that section

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 State and any place or ship outside thereof, and such term includes the intrastate use of— (A) a telephone or other interstate means of communication, or (B) any other interstate instrumentality.

“public international organization” applies in that section

the term “public international organization” means— (i) an organization that is designated by Executive order pursuant to section 288 of title 22 ; or (ii) any other international organization that is designated by the President by Executive order for the purposes of this section, effective as of the date of publication of such order in the Federal Register.

“routine governmental action” applies in that section

The term “routine governmental action” means only an action which is ordinarily and commonly performed by a foreign official in— (i) obtaining permits, licenses, or other official documents to qualify a person to do business in a foreign country; (ii) processing governmental papers, such as visas and work orders; (iii) providing police protection, mail pick-up and delivery, or scheduling inspections associated with contract performance or inspections related to transit of goods across country; (iv) providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products or commodities from deterioration; or (v) actions of a similar nature.

“United States person” applies in that section

the term “United States person” means a national of the United States (as defined in section 1101 of title 8 ) or any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship organized under the laws of the United States or any State, territory, possession, or commonwealth of the United States, or any political subdivision thereof.

“foreign official” applies in that section

The term “foreign official” means any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. (B) For purposes of subparagraph (A),

“interstate commerce” applies in that section

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 State and any place or ship outside thereof, and such term includes the intrastate use of— (A) a telephone or other interstate means of communication, or (B) any other interstate instrumentality.

“public international organization” applies in that section

the term “public international organization” means— (i) an organization that is designated by Executive order pursuant to section 288 of title 22 ; or (ii) any other international organization that is designated by the President by Executive order for the purposes of this section, effective as of the date of publication of such order in the Federal Register.

“routine governmental action” applies in that section

The term “routine governmental action” means only an action which is ordinarily and commonly performed by a foreign official in— (i) obtaining permits, licenses, or other official documents to qualify a person to do business in a foreign country; (ii) processing governmental papers, such as visas and work orders; (iii) providing police protection, mail pick-up and delivery, or scheduling inspections associated with contract performance or inspections related to transit of goods across country; (iv) providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products or commodities from deterioration; or (v) actions of a similar nature.

“improper professional conduct” applies in that section

the term “improper professional conduct” means— (1) intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional standards; and (2) negligent conduct in the form of— (A) a single instance of highly unreasonable conduct that results in a violation of applicable professional standards in circumstances in which the registered public accounting firm or associated person knows, or should know, that heightened scrutiny is warranted; or (B) repeated instances of unreasonable conduct, each resulting in a violation of applicable professional standards, that indicate a lack of competence to practice before the Commission.

“contractual right” applies in that section

the term “contractual right” includes a right set forth in a rule or bylaw of a derivatives clearing organization (as defined in the Commodity Exchange Act [ 7 U.S.C. 1 et seq.]), a multilateral clearing organization (as defined in the Federal Deposit Insurance Corporation Improvement Act of 1991), a national securities exchange, a national securities association, a securities clearing agency, a contract market designated under the Commodity Exchange Act, a derivatives transaction execution facility registered under the Commodity Exchange Act, or a board of trade (as defined in the Commodity Exchange Act), or in a resolution of the governing board thereof, and a right, whether or not in …

“compliance date” applies in that section

the term “compliance date” means the later of— (i) 180 days after the end of the first full calendar month period in which the average aggregate comparable share volume for all security futures products based on single equity securities traded on all national securities exchanges, any national securities associations registered pursuant to section 78 o –3(a) of this title, and all other persons equals or exceeds 10 percent of the average aggregate comparable share volume of options on single equity securities traded on all national securities exchanges and any national securities associations registered pursuant to section 78 o –3(a) of this title; or (ii) 2 years after the date on which …

“dissenting limited partner” applies in that section

the term “dissenting limited partner” means a person who, on the date on which soliciting material is mailed to investors, is a holder of a beneficial interest in a limited partnership that is the subject of a limited partnership rollup transaction, and who casts a vote against the transaction and complies with procedures established by the exchange, except that for purposes of an exchange or tender offer, such person shall file an objection in writing under the rules of the exchange during the period during which the offer is outstanding.

“standard maximum cash advance amount” applies in that section

the term “standard maximum cash advance amount” means $250,000, as such amount may be adjusted after December 31, 2010 , as provided under subsection (e). (e) Inflation adjustment (1) In general Not later than January 1, 2011 , and every 5 years thereafter, and subject to the approval of the Commission as provided under section 78ccc(e)(2) of this title , the Board of Directors of SIPC shall determine whether an inflation adjustment to the standard maximum cash advance amount is appropriate.

“foreign person controlled by a United States person” applies in that section

The term “foreign person controlled by a United States person” includes any noncorporate entity in which United States persons directly or indirectly have more than a 50 per centum beneficial interest, and any corporation in which one or more United States persons, directly or indirectly, own stock possessing more than 50 per centum of the total combined voting power of all classes of stock entitled to vote, or more than 50 per centum of the total value of shares of all classes of stock.

“United States person” applies in that section

The term “United States person” includes a person which is organized or exists under the laws of any State or, in the case of a natural person, a citizen or resident of the United States; a domestic estate; or a trust in which one or more of the foregoing persons has a cumulative direct or indirect beneficial interest in excess of 50 per centum of the value of the trust.;

“United States security” applies in that section

The term “United States security” means a security (other than an exempted security) issued by a person incorporated under the laws of any State, or whose principal place of business is within a State.;

“illegal act” applies in that section

the term “illegal act” means an act or omission that violates any law, or any rule or regulation having the force of law. As used in this section,