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

“issuer” applies in that section

the term “issuer” means an issuer (as defined in section 78c of this title ), the securities of which are registered under section 78 l of this title, or that is required to file reports pursuant to section 78 o (d) of this title, or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933 ( 15 U.S.C. 77a et seq.), and that it has not withdrawn.

“controlled company” applies in that section

the term “controlled company” means an issuer— (A) that is listed on a national securities exchange or by a national securities association; and (B) that holds an election for the board of directors of the issuer in which more than 50 percent of the voting power is held by an individual, a group, or another issuer.

“class” applies in that section

the term “class” shall include all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The Commission may for the purpose of this subsection define by rules and regulations the terms “total assets” and “held of record” as it deems necessary or appropriate in the public interest or for the protection of investors in order to prevent circumvention of the provisions of this subsection. For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product.

“emergency” applies in that section

the term “emergency” means— (A) a major market disturbance characterized by or constituting— (i) sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets; or (ii) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of transactions in securities, or a substantial threat thereof; or (B) a major disturbance that substantially disrupts, or threatens to substantially disrupt— (i) the functioning of securities markets, investment companies, or any other significant portion or segment of the securities markets; or (ii) the transmission or processing of …

“Commission” applies throughout its chapter

The term “Commission” means the Securities and Exchange Commission. (2) Customer (A) In general The term “customer” of a debtor means any person (including any person with whom the debtor deals as principal or agent) who has a claim on account of securities received, acquired, or held by the debtor in the ordinary course of its business as a broker or dealer from or for the securities accounts of such person for safekeeping, with a view to sale, to cover consummated sales, pursuant to purchases, as collateral, security, or for purposes of effecting transfer. (B) Included persons

“customer” applies throughout its chapter

The term “customer” includes— (i) any person who has deposited cash with the debtor for the purpose of purchasing securities; (ii) any person who has a claim against the debtor for cash, securities, futures contracts, or options on futures contracts received, acquired, or held in a portfolio margining account carried as a securities account pursuant to a portfolio margining program approved by the Commission; and (iii) any person who has a claim against the debtor arising out of sales or conversions of such securities.

“customer name securities” applies throughout its chapter

The term “customer name securities” means securities which were held for the account of a customer on the filing date by or on behalf of the debtor and which on the filing date were registered in the name of the customer, or were in the process of being so registered pursuant to instructions from the debtor, but does not include securities registered in the name of the customer which, by endorsement or otherwise, were in negotiable form. (4) Customer property

“customer property” applies throughout its chapter

The term “customer property” means cash and securities (except customer name securities delivered to the customer) at any time received, acquired, or held by or for the account of a debtor from or for the securities accounts of a customer, and the proceeds of any such property transferred by the debtor, including property unlawfully converted.

“debtor” applies throughout its chapter

The term “debtor” means a member of SIPC with respect to whom an application for a protective decree has been filed under section 78eee(a)(3) of this title or a direct payment procedure has been instituted under section 78fff–4(b) of this title . (6) Examining authority

“examining authority” applies throughout its chapter

The term “examining authority” means, with respect to any member of SIPC (A) the self-regulatory organization which inspects or examines such member of SIPC, or (B) the Commission if such member of SIPC is not a member of or participant in any self-regulatory organization or if the Commission has designated itself examining authority for such member pursuant to section 78iii(c) of this title . (7) Filing date

“filing date” applies throughout its chapter

The term “filing date” means the date on which an application for a protective decree is filed under section 78eee(a)(3) of this title , except that— (A) if a petition under title 11 concerning the debtor was filed before such date,

“foreign subsidiary” applies throughout its chapter

The term “foreign subsidiary” means any subsidiary of a member of SIPC which has its principal place of business in a foreign country or which is organized under the laws of a foreign country. (9) Gross revenues from the securities business

“gross revenues from the securities business” applies throughout its chapter

The term “gross revenues from the securities business” means the sum of (but without duplication)— (A) commissions earned in connection with transactions in securities effected for customers as agent (net of commissions paid to other brokers and dealers in connection with such transactions) and markups with respect to purchases or sales of securities as principal; (B) charges for executing or clearing transactions in securities for other brokers and dealers; (C) the net realized gain, if any, from principal transactions in securities in trading accounts; (D) the net profit, if any, from the management of or participation in the underwriting or distribution of securities; (E) interest earned …

“liquidation proceeding” applies throughout its chapter

The term “liquidation proceeding” means any proceeding for the liquidation of a debtor under this chapter in which a trustee has been appointed under section 78eee(b)(3) of this title . (11) Net equity

“net equity” applies throughout its chapter

The term “net equity” means the dollar amount of the account or accounts of a customer, to be determined by— (A) calculating the sum which would have been owed by the debtor to such customer if the debtor had liquidated, by sale or purchase on the filing date— (i) all securities positions of such customer (other than customer name securities reclaimed by such customer); and (ii) all positions in futures contracts and options on futures contracts held in a portfolio margining account carried as a securities account pursuant to a portfolio margining program approved by the Commission, including all property collateralizing such positions, to the extent that such property is not otherwise …

“persons registered as brokers or dealers” applies throughout its chapter

The term “persons registered as brokers or dealers” includes any person who is a member of a national securities exchange other than a government securities broker or government securities dealer registered under section 78 o –5(a)(1)(A) of this title. (13) Protective decree

“protective decree” applies throughout its chapter

The term “protective decree” means a decree, issued by a court upon application of SIPC under section 78eee(a)(3) of this title , that the customers of a member of SIPC are in need of the protection provided under this chapter. (14) Security

“Security” applies throughout its chapter

The term “Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, any collateral trust certificate, preorganization certificate or subscription, transferable share, voting trust certificate, certificate of deposit, certificate of deposit for a security, or any security future as that term is defined in section 78c(a)(55)(A) of this title , any investment contract or certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or mineral royalty or lease (if such investment contract or interest is the subject of a registration statement with the Commission pursuant to the provisions of the Securities Act of 1933 [ 15 U.S.C.

“adjoining country” applies in that section

the terms “adjoining country”, “appropriate congressional committees”, “armed group”, and “conflict mineral” have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. (q) Disclosure of payments by resource extraction issuers (1) Definitions In this subsection—;

“appropriate congressional committees” applies in that section

the terms “adjoining country”, “appropriate congressional committees”, “armed group”, and “conflict mineral” have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. (q) Disclosure of payments by resource extraction issuers (1) Definitions In this subsection—;

“armed group” applies in that section

the terms “adjoining country”, “appropriate congressional committees”, “armed group”, and “conflict mineral” have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. (q) Disclosure of payments by resource extraction issuers (1) Definitions In this subsection—;

“commercial development of oil, natural gas, or minerals” applies in that section

the term “commercial development of oil, natural gas, or minerals” includes exploration, extraction, processing, export, and other significant actions relating to oil, natural gas, or minerals, or the acquisition of a license for any such activity, as determined by the Commission;

“conflict mineral” applies in that section

the terms “adjoining country”, “appropriate congressional committees”, “armed group”, and “conflict mineral” have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. (q) Disclosure of payments by resource extraction issuers (1) Definitions In this subsection—;

“foreign government” applies in that section

the term “foreign government” means a foreign government, a department, agency, or instrumentality of a foreign government, or a company owned by a foreign government, as determined by the Commission;

“identifying activity level” applies in that section

the term “identifying activity level” means transactions in publicly traded securities at or above a level of volume, fair market value, or exercise value as shall be fixed from time to time by the Commission by rule or regulation, specifying the time interval during which such transactions shall be aggregated;

“institutional investment manager” applies in that section

the term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person. (B) The Commission shall adopt such rules as it deems necessary or appropriate to prevent duplicative reporting pursuant to this subsection by two or more institutional investment managers exercising investment discretion with respect to the same amount.

“interactive data format” applies in that section

the term “interactive data format” means an electronic data format in which pieces of information are identified using an interactive data standard; and;

“interactive data standard” applies in that section

the term “interactive data standard” means 5 standardized list of electronic tags that mark information included in the annual report of a resource extraction issuer. (2) Disclosure (A) Information required Not later than 270 days after July 21, 2010 , the Commission shall issue final rules that require each resource extraction issuer to include in an annual report of the resource extraction issuer information relating to any payment made by the resource extraction issuer, a subsidiary of the resource extraction issuer, or an entity under the control of the resource extraction issuer to a foreign government or the Federal Government for the purpose of the commercial development of oil, …

“large trader” applies in that section

the term “large trader” means every person who, for his own account or an account for which he exercises investment discretion, effects transactions for the purchase or sale of any publicly traded security or securities by use of any means or instrumentality of interstate commerce or of the mails, or of any facility of a national securities exchange, directly or indirectly by or through a registered broker or dealer in an aggregate amount equal to or in excess of the identifying activity level;

“payment” applies in that section

the term “payment”— (i) means a payment that is— (I) made to further the commercial development of oil, natural gas, or minerals; and (II) not de minimis; and (ii) includes taxes, royalties, fees (including license fees), production entitlements, bonuses, and other material benefits, that the Commission, consistent with the guidelines of the Extractive Industries Transparency Initiative (to the extent practicable), determines are part of the commonly recognized revenue stream for the commercial development of oil, natural gas, or minerals;

“person” applies in that section

the term “person” has the meaning given in section 78c(a)(9) of this title and also includes two or more persons acting as a partnership, limited partnership, syndicate, or other group, but does not include a foreign central bank.

“publicly traded security” applies in that section

the term “publicly traded security” means any equity security (including an option on individual equity securities, and an option on a group or index of such securities) listed, or admitted to unlisted trading privileges, on a national securities exchange, or quoted in an automated interdealer quotation system;

“real-time public reporting” applies in that section

the term “real-time public reporting” means to report data relating to a security-based swap transaction, including price and volume, as soon as technologically practicable after the time at which the security-based swap transaction has been executed. (B) Purpose The purpose of this subsection is to authorize the Commission to make security-based swap transaction and pricing data available to the public in such form and at such times as the Commission determines appropriate to enhance price discovery.

“reasonable assurances” applies in that section

the terms “reasonable assurances” and “reasonable detail” mean such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs. (c) Alternative reports If in the judgment of the Commission any report required under subsection (a) is inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports of comparable character as it may deem applicable to such class or classes of issuers.

“reasonable detail” applies in that section

the terms “reasonable assurances” and “reasonable detail” mean such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs. (c) Alternative reports If in the judgment of the Commission any report required under subsection (a) is inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports of comparable character as it may deem applicable to such class or classes of issuers.

“reporting activity level” applies in that section

the term “reporting activity level” means transactions in publicly traded securities at or above a level of volume, fair market value, or exercise value as shall be fixed from time to time by the Commission by rule, regulation, or order, specifying the time interval during which such transactions shall be aggregated; and;

“resource extraction issuer” applies in that section

the term “resource extraction issuer” means an issuer that— (i) is required to file an annual report with the Commission; and (ii) engages in the commercial development of oil, natural gas, or minerals;

“coal or other mine” applies in that section

the term “coal or other mine” means a coal or other mine, as defined in section 3 of the Federal Mine Safety and Health Act of 1977 ( 30 U.S.C. 802 ), that is subject to the provisions of such Act ( 30 U.S.C. 801 et seq.); and;

“issuer” applies in that section

the terms “issuer” and “securities laws” have the meaning given the terms in section 3 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c );

“operator” applies in that section

the term “operator” has the meaning given the term in section 3 of the Federal Mine Safety and Health Act of 1977 ( 30 U.S.C. 802 ). (f) Effective date This section shall take effect on the day that is 30 days after July 21, 2010 .

“securities laws” applies in that section

the terms “issuer” and “securities laws” have the meaning given the terms in section 3 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c );

“limited partnership rollup transaction” applies in that section

the term “limited partnership rollup transaction” means a transaction involving the combination or reorganization of one or more limited partnerships, directly or indirectly, in which— (A) some or all of the investors in any of such limited partnerships will receive new securities, or securities in another entity, that will be reported under a transaction reporting plan declared effective before December 17, 1993 , by the Commission under section 78k–1 of this title ; (B) any of the investors’ limited partnership securities are not, as of the date of filing, reported under a transaction reporting plan declared effective before December 17, 1993 , by the Commission under section 78k–1 of …

“Board” applies in that section

The term “Board” means the Board of Governors of the Federal Reserve System. (j) 4 Limitation on Commission authority The authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title .

“business combination related shell company” applies in that section

The term “business combination related shell company” means a shell company that is formed by an entity that is not a shell company— (I) solely for the purpose of changing the corporate domicile of that entity solely within the United States; or (II) solely for the purpose of completing a business combination transaction (as defined under section 230.165(f) of title 17, Code of Federal Regulations) among one or more entities other than the company itself, none of which is a shell company. (ii) Control .—

“control” applies in that section

The term “control” means the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. There is a presumption of control if, upon completion of a transaction, the buyer or group of buyers— (I) has the right to vote 25 percent or more of a class of voting securities or the power to sell or direct the sale of 25 percent or more of a class of voting securities; or (II) in the case of a partnership or limited liability company, has the right to receive upon dissolution, or has contributed, 25 percent or more of the capital. (iii) Eligible privately held company .—

“eligible privately held company” applies in that section

The term “eligible privately held company” means a privately held company that meets both of the following conditions: (I) The company does not have any class of securities registered, or required to be registered, with the Commission under section 78 l of this title or with respect to which the company files, or is required to file, periodic information, documents, and reports under subsection (d).

“M&A broker” applies in that section

The term “M&A broker” means a broker, and any person associated with a broker, engaged in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible privately held company, regardless of whether the broker acts on behalf of a seller or buyer, through the purchase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the eligible privately held company, if the broker reasonably believes that— (I) upon consummation of the transaction, any person acquiring securities or assets of the eligible privately held company, acting alone or in concert— (aa) will control the eligible …

“new hybrid product” applies in that section

The term “new hybrid product” means a product that— (i) was not subjected to regulation by the Commission as a security prior to the date of the enactment of the Gramm-Leach-Bliley Act [ Nov. 12, 1999 ]; (ii) is not an identified banking product as such term is defined in section 206 of such Act; and (iii) is not an equity swap within the meaning of section 206(a)(6) of such Act. (B) Board

“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 acting as any promoter, finder, consultant, agent, or other person who engages in activities with a broker, dealer, or issuer for purposes of the issuance or trading in any penny stock, 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 such term.

“shell company” applies in that section

The term “shell company” means a company that at the time of a transaction with an eligible privately held company— (I) has no or nominal operations; and (II) has— (aa) no or nominal assets; (bb) assets consisting solely of cash and cash equivalents; or (cc) assets consisting of any amount of cash and cash equivalents and nominal other assets.

“State” applies in that section

the term “State” includes the District of Columbia and the territories of the United States. (3) De minimis transactions by associated persons No law, rule, regulation, or order, or other administrative action of any State or political subdivision thereof may prohibit an associated person of a broker or dealer from effecting a transaction described in paragraph (3) 3 for a customer in such State if— (A) such associated person is not ineligible to register with such State for any reason other than such a transaction; (B) such associated person is registered with a registered securities association and at least one State; and (C) the broker or dealer with which such person is associated is …

“Federal Home Loan Bank” applies in that section

The terms “Federal Home Loan Bank” and “member”, have the same meanings as in section 1422 of title 12 . (2) Federal National Mortgage Association

“Federal Home Loan Mortgage Corporation” applies in that section

The term “Federal Home Loan Mortgage Corporation” means the corporation created by the Federal Home Loan Mortgage Corporation Act [ 12 U.S.C. 1451 et seq.].

“Federal National Mortgage Association” applies in that section

The term “Federal National Mortgage Association” means the corporation created by the Federal National Mortgage Association Charter Act [ 12 U.S.C. 1716 et seq.]. (3) Federal Home Loan Mortgage Corporation

“member” applies in that section

The terms “Federal Home Loan Bank” and “member”, have the same meanings as in section 1422 of title 12 . (2) Federal National Mortgage Association

“special entity” applies in that section

the term “special entity” means— (i) a Federal agency; (ii) a State, State agency, city, county, municipality, or other political subdivision of a State or; (iii) any employee benefit plan, as defined in section 3 of the Employee Retirement Income Security Act of 1974 ( 29 U.S.C. 1002 ); (iv) any governmental plan, as defined in section 3 of the Employee Retirement Income Security Act of 1974 ( 29 U.S.C. 1002 ); or (v) any endowment, including an endowment that is an organization described in section 501(c)(3) of title 26 .

“Federal banking agencies” applies in that section

the term “Federal banking agencies” means the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation;

“insured depository institution” applies in that section

the term “insured depository institution” has the same meaning as in section 1813(c) of title 12 ;

“originator” applies in that section

the term “originator” means a person who— (A) through the extension of credit or otherwise, creates a financial asset that collateralizes an asset-backed security; and (B) sells an asset directly or indirectly to a securitizer. (b) Regulations required (1) In general Not later than 270 days after July 21, 2010 , the Federal banking agencies and the Commission shall jointly prescribe regulations to require any securitizer to retain an economic interest in a portion of the credit risk for any asset that the securitizer, through the issuance of an asset-backed security, transfers, sells, or conveys to a third party.

“securitizer” applies in that section

the term “securitizer” means— (A) an issuer of an asset-backed security; or (B) a person who organizes and initiates an asset-backed securities transaction by selling or transferring assets, either directly or indirectly, including through an affiliate, to the issuer; and;

“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 association, except that for purposes of an exchange or tender offer, such person shall file an objection in writing under the rules of the association during the period in which the offer is outstanding.

“nonmember professional” applies in that section

the term “nonmember professional” shall include (A) with respect to transactions in securities other than municipal securities, any registered broker or dealer who is not a member of any registered securities association, except such a broker or dealer who deals exclusively in commercial paper, bankers’ acceptances, and commercial bills, and (B) with respect to transactions in municipal securities, any municipal securities dealer (other than a bank or division or department of a bank) who is not a member of any registered securities association and any municipal securities broker who is not a member of any such association.

“registration information” applies in that section

the term “registration information” means the information reported in connection with the registration or licensing of brokers and dealers and their associated persons, including disciplinary actions, regulatory, judicial, and arbitration proceedings, and other information required by law, or exchange or association rule, and the source and status of such information.

“associated person of an advisor” applies in that section

the term “person associated with a municipal advisor” or “associated person of an advisor” means— (A) any partner, officer, director, or branch manager of such municipal advisor (or any person occupying a similar status or performing similar functions); (B) any other employee of such municipal advisor who is engaged in the management, direction, supervision, or performance of any activities relating to the provision of advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities; and (C) any person directly or indirectly controlling, controlled by, or under common control with such municipal advisor;

“Board” applies in that section

the term “Board” means the Municipal Securities Rulemaking Board established under subsection (b)(1);

“guaranteed investment contract” applies in that section

the term “guaranteed investment contract” includes any investment that has specified withdrawal or reinvestment provisions and a specifically negotiated or bid interest rate, and also includes any agreement to supply investments on 2 or more future dates, such as a forward supply contract;

“investment strategies” applies in that section

the term “investment strategies” includes plans or programs for the investment of the proceeds of municipal securities that are not municipal derivatives, guaranteed investment contracts, and the recommendation of and brokerage of municipal escrow investments;

“municipal advisor” applies in that section

the term “municipal advisor”— (A) means a person (who is not a municipal entity or an employee of a municipal entity) that— (i) provides advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues; or (ii) undertakes a solicitation of a municipal entity; (B) includes financial advisors, guaranteed investment contract brokers, third-party marketers, placement agents, solicitors, finders, and swap advisors, if such persons are described in any of clauses (i) through (iii) …

“municipal entity” applies in that section

the term “municipal entity” means any State, political subdivision of a State, or municipal corporate instrumentality of a State, including— (A) any agency, authority, or instrumentality of the State, political subdivision, or municipal corporate instrumentality; (B) any plan, program, or pool of assets sponsored or established by the State, political subdivision, or municipal corporate instrumentality or any agency, authority, or instrumentality thereof; and (C) any other issuer of municipal securities;

“municipal financial product” applies in that section

the term “municipal financial product” means municipal derivatives, guaranteed investment contracts, and investment strategies;

“obligated person” applies in that section

the term “obligated person” means any person, including an issuer of municipal securities, who is either generally or through an enterprise, fund, or account of such person, committed by contract or other arrangement to support the payment of all or part of the obligations on the municipal securities to be sold in an offering of municipal securities.

“person associated with a municipal advisor” applies in that section

the term “person associated with a municipal advisor” or “associated person of an advisor” means— (A) any partner, officer, director, or branch manager of such municipal advisor (or any person occupying a similar status or performing similar functions); (B) any other employee of such municipal advisor who is engaged in the management, direction, supervision, or performance of any activities relating to the provision of advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities; and (C) any person directly or indirectly controlling, controlled by, or under common control with such municipal advisor;

“rules of the Board” applies in that section

the term “rules of the Board” means the rules proposed and adopted by the Board under subsection (b)(2);

“solicitation of a municipal entity or obligated person” applies in that section

the term “solicitation of a municipal entity or obligated person” means a direct or indirect communication with a municipal entity or obligated person made by a person, for direct or indirect compensation, on behalf of a broker, dealer, municipal securities dealer, municipal advisor, or investment adviser (as defined in section 202 of the Investment Advisers Act of 1940 [ 15 U.S.C.

“research report” applies in that section

the term “research report” means a written or electronic communication that includes an analysis of equity securities of individual companies or industries, and that provides information reasonably sufficient upon which to base an investment decision.

“securities analyst” applies in that section

the term “securities analyst” means any associated person of a registered broker or dealer that is principally responsible for, and any associated person who reports directly or indirectly to a securities analyst in connection with, the preparation of the substance of a research report, whether or not any such person has the job title of “securities analyst”; and;

“structured finance product” applies in that section

the term “structured finance product” means an asset-backed security, as defined in section 3(a)(77) 1 of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c(a)(79) ], as added by section 941, 1 and any structured product based on an asset-backed security, as determined by the Commission, by rule.

“examining authority” applies in that section

the term “examining authority” means a self-regulatory organization registered with the Commission under this chapter (other than a registered clearing agency) with the authority to examine, inspect, and otherwise oversee the activities of a registered broker or dealer.

“paying agent” applies in that section

the term “paying agent” includes any issuer, transfer agent, broker, dealer, investment adviser, indenture trustee, custodian, or any other person that accepts payments from the issuer of a security and distributes the payments to the holders of the security. (2) Rulemaking The Commission shall adopt such rules, regulations, and orders necessary to implement this subsection no later than 1 year after July 21, 2010 .

“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. (7) Disgorgement .— In any action or proceeding brought by the Commission under any provision of the securities laws, the Commission may seek, and any Federal court may order, disgorgement.

“employee of Congress” applies in that section

the term “employee of Congress” means— (i) any individual (other than a Member of Congress), whose compensation is disbursed by the Secretary of the Senate or the Chief Administrative Officer of the House of Representatives; and (ii) any other officer or employee of the legislative branch (as defined in section 13101(11) of title 5 ). (3) Rule of construction Nothing in this subsection shall be construed to impair or limit the construction of the existing antifraud provisions of the securities laws or the authority of the Commission under those provisions.

“executive branch employee” applies in that section

the term “executive branch employee”— (i) has the meaning given the term “employee” under section 2105 of title 5 ; (ii) includes— (I) the President; (II) the Vice President; and (III) an employee of the United States Postal Service or the Postal Regulatory Commission;

“judicial employee” applies in that section

the term “judicial employee” has the meaning given that term in section 13101(9) of title 5 ; and;

“judicial officer” applies in that section

the term “judicial officer” has the meaning given that term under section 13101(10) of title 5 . (3) Rule of construction Nothing in this subsection shall be construed to impair or limit the construction of the existing antifraud provisions of the securities laws or the authority of the Commission under those provisions. (i) Participation in initial public offerings An individual described in section 13103(f) of title 5 may not purchase securities that are the subject of an initial public offering (within the meaning given such term in section 78 l (f)(1)(G)(i) of this title) in any manner other than is available to members of the public generally.

“Member of Congress” applies in that section

the term “Member of Congress” means a member of the Senate or House of Representatives, a Delegate to the House of Representatives, and the Resident Commissioner from Puerto Rico; and;

“covered person” applies in that section

the term “covered person” means— (i) a defendant in any private action arising under this chapter; or (ii) a defendant in any private action arising under section 77k of this title , who is an outside director of the issuer of the securities that are the subject of the action; and (D) the term “outside director” shall have the meaning given such term by rule or regulation of the Commission.

“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 . (4) Person acting on behalf of an issuer

“investment company” applies in that section

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

“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.

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

The term “person acting on behalf of an issuer” means any officer, director, or employee of such issuer. (5) 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.

“covered judicial or administrative action” applies in that section

The term “covered judicial or administrative action” means any judicial or administrative action brought by the Commission under the securities laws that results in monetary sanctions exceeding $1,000,000. (2) Fund

“Fund” applies in that section

The term “Fund” means the Securities and Exchange Commission Investor Protection Fund. (3) Original information

“original information” applies in that section

The term “original information” means information that— (A) is derived from the independent knowledge or analysis of a whistleblower; (B) is not known to the Commission from any other source, unless the whistleblower is the original source of the information; and (C) is not exclusively derived from an allegation made in a judicial or administrative hearing, in a governmental report, hearing, audit, or investigation, or from the news media, unless the whistleblower is a source of the information.

“whistleblower” applies in that section

The term “whistleblower” means any individual who provides, or 2 or more individuals acting jointly who provide, information relating to a violation of the securities laws to the Commission, in a manner established, by rule or regulation, by the Commission.

“foreign law enforcement authority” applies in that section

the term “foreign law enforcement authority” means any foreign authority that is empowered under foreign law to detect, investigate or prosecute potential violations of law; and;

“privilege” applies in that section

the term “privilege” includes any work-product privilege, attorney-client privilege, governmental privilege, or other privilege recognized under Federal, State, or foreign law;

“records” applies in that section

the term “records” includes all applications, statements, reports, contracts, correspondence, notices, and other documents filed with or otherwise obtained by the Commission pursuant to this chapter or otherwise.

“State securities or law enforcement authority” applies in that section

the term “State securities or law enforcement authority” means the authority of any State or territory that is empowered under State or territory law to detect, investigate, or prosecute potential violations of law. (g) Savings provision Nothing in this section shall— (1) alter the Commission’s responsibilities under the Right to Financial Privacy Act ( 12 U.S.C.

“Commission” applies in that section

the term “Commission” includes the agencies enumerated in section 78c(a)(34) of this title insofar as such agencies are acting pursuant to this chapter and the Secretary of the Treasury insofar as he is acting pursuant to section 78 o –5 of this title.

“group of investment companies” applies in that section

the term “group of investment companies” means any 2 or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services. (H) For the purposes of this paragraph, the value of an investment company’s total assets shall be computed as of the time of a purchase or acquisition or as closely thereto as is reasonably possible.

“person” applies in that section

the term “person” includes the Federal Government and any State or political subdivision of a State.

“broker” applies throughout its subchapter

The term “broker” has the same meaning as given in section 3 of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c ], except that such term does not include any person solely by reason of the fact that such person is an underwriter for one or more investment companies. (7) “Commission” means the Securities and Exchange Commission. (8) “Company” means a corporation, a partnership, an association, a joint-stock company, a trust, a fund, or any organized group of persons whether incorporated or not; or any receiver, trustee in a case under title 11 or similar official or any liquidating agent for any of the foregoing, in his capacity as such.

“commodity pool” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“commodity pool operator” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“commodity trading advisor” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“credit rating agency” applies in that section

The term “credit rating agency” has the same meaning as in section 3 of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c ].;

“dealer” applies throughout its subchapter

The term “dealer” has the same meaning as given in the Securities Exchange Act of 1934 [ 15 U.S.C. 78a et seq.], but does not include an insurance company or investment company. (12) “Director” means any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated, including any natural person who is a member of a board of trustees of a management company created as a common-law trust.

“issuer” applies in that section

the term “issuer” shall include, in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. When the distribution of the securities in respect of which any person is an underwriter is completed such person shall cease to be an underwriter in respect of such securities or the issuer thereof.

“major swap participant” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“narrow-based security index” applies in that section

The terms “security future” and “narrow-based security index” have the same meanings as provided in section 3(a)(55) of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c(a)(55) ].;

“security future” applies in that section

The terms “security future” and “narrow-based security index” have the same meanings as provided in section 3(a)(55) of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c(a)(55) ].;

“swap” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“swap dealer” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“swap execution facility” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“charitable gift annuity” applies in that section

the term “charitable gift annuity” means an annuity issued by a charitable organization that is described in section 501(m)(5) of title 26 . (11) Any employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of title 26 ; or any governmental plan described in section 77c(a)(2)(C) of this title ; or any collective trust fund maintained by a bank consisting solely of assets of one or more of such trusts, government plans, or church plans, companies or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or any separate account the assets of which are derived solely from …

“charitable lead trust” applies in that section

the term “charitable lead trust” means a trust described in section 170(f)(2)(B), 2055(e)(2)(B), or 2522(c)(2)(B) of title 26;

“charitable organization” applies in that section

the term “charitable organization” means an organization described in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26 ;

“charitable remainder trust” applies in that section

the term “charitable remainder trust” means a charitable remainder annuity trust or a charitable remainder unitrust, as those terms are defined in section 664(d) of title 26 ; and;

“financial contract” applies in that section

the term “financial contract” means any arrangement that— (I) takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets; (II) is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and (III) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counter party to such …

“market intermediary” applies in that section

the term “market intermediary” means any person that regularly holds itself out as being willing contemporaneously to engage in, and that is regularly engaged in, the business of entering into transactions on both sides of the market for a financial contract or one or more such financial contracts; and;

“pooled income fund” applies in that section

the term “pooled income fund” has the same meaning as in section 642(c)(5) of title 26 ;

“qualifying venture capital fund” applies in that section

The term “qualifying venture capital fund” means a venture capital fund that has not more than $10,000,000 in aggregate capital contributions and uncalled committed capital, with such dollar amount to be indexed for inflation once every 5 years by the Commission, beginning from a measurement made by the Commission on a date selected by the Commission, rounded to the nearest $1,000,000.;

“venture capital fund” applies in that section

The term “venture capital fund” has the meaning given the term in section 275.203( l )–1 of title 17, Code of Federal Regulations, or any successor regulation. (2) (A) Any person primarily engaged in the business of underwriting and distributing securities issued by other persons, selling securities to customers, acting as broker, and acting as market intermediary, or any one or more of such activities, whose gross income normally is derived principally from such business and related activities. (B) For purposes of this paragraph—;

“investment adviser” applies in that section

the term “investment adviser” includes a corporate or other trustee performing the functions of an investment adviser.

“charitable organization” applies in that section

the term “charitable organization” means an organization described in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26 ;

“security” applies in that section

the term “security” has the same meaning as in section 78c of this title ; and;

“State” applies in that section

the term “State” means each of the several States of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam, American Samoa, and the Commonwealth of the Northern Mariana Islands.

“executive officer” applies in that section

the term “executive officer” means the president, secretary, treasurer, any vice president in charge of a principal business function, and any other person who performs similar policymaking functions. (f) Approval of proposed transactions Notwithstanding subsection (d) of this section, a person described in subsection (e) may engage in a proposed transaction described in subsection (d) if such proposed transaction is approved by the required majority (as defined in subsection ( o )) of the directors of or general partners in the business development company on the basis that— (1) the terms thereof, including the consideration to be paid or received, are reasonable and fair to the …

“investment adviser” applies in that section

the term “investment adviser” shall include an investment adviser as defined in subchapter II of this chapter. (b) Certain persons serving investment companies; administrative action of Commission The Commission may, after notice and opportunity for hearing, by order prohibit, conditionally or unconditionally, either permanently or for such period of time as it in its discretion shall deem appropriate in the public interest, any person from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal …

“retail customer” applies in that section

the term “retail customer” means a natural person, or the legal representative of such natural person, who— (A) receives personalized investment advice about securities from a broker, dealer, or investment adviser; and (B) uses such advice primarily for personal, family, or household purposes.

“broker” applies throughout its subchapter

The term “broker” has the same meaning as given in section 3 of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c ]. (4) “Commission” means the Securities and Exchange Commission. (5) “Company” means a corporation, a partnership, an association, a joint-stock company, a trust, or any organized group of persons, whether incorporated or not; or any receiver, trustee in a case under title 11, or similar official, or any liquidating agent for any of the foregoing, in his capacity as such.

“commodity pool” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“commodity pool operator” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“commodity trading advisor” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“credit rating agency” applies in that section

The term “credit rating agency” has the same meaning as in section 3 of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c ]. (29) 2

“dealer” applies throughout its subchapter

The term “dealer” has the same meaning as given in section 3 of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c ], but does not include an insurance company or investment company. (8) “Director” means any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated.

“foreign private adviser” applies in that section

The term “foreign private adviser” means any investment adviser who— (A) has no place of business in the United States; (B) has, in total, fewer than 15 clients and investors in the United States in private funds advised by the investment adviser; (C) has aggregate assets under management attributable to clients in the United States and investors in the United States in private funds advised by the investment adviser of less than $25,000,000, or such higher amount as the Commission may, by rule, deem appropriate in accordance with the purposes of this subchapter; and (D) neither— (i) holds itself out generally to the public in the United States as an investment adviser; nor (ii) acts as— …

“investment adviser” applies throughout its subchapter

the term “investment adviser” includes any bank or bank holding company to the extent that such bank or bank holding company serves or acts as an investment adviser to a registered investment company, but if, in the case of a bank, such services or actions are performed through a separately identifiable department or division, the department or division, and not the bank itself, shall be deemed to be the investment adviser; (B) any lawyer, accountant, engineer, or teacher whose performance of such services is solely incidental to the practice of his profession; (C) any broker or dealer whose performance of such services is solely incidental to the conduct of his business as a broker or …

“issuer” applies in that section

the term “issuer” shall include in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. (21) “Securities Act of 1933” [ 15 U.S.C. 77a et seq.], “Securities Exchange Act of 1934” [ 15 U.S.C. 78a et seq.], and “Trust Indenture Act of 1939” [ 15 U.S.C. 77aaa et seq.], mean those Acts, respectively, as heretofore or hereafter amended.

“major swap participant” applies in that section

The terms “commodity pool”, “commodity pool operator”, “commodity trading advisor”, “major swap participant”, “swap”, “swap dealer”, and “swap execution facility” have the same meanings as in section 1a of title 7 .

“narrow-based security index” applies in that section

The terms “security future” and “narrow-based security index” have the same meanings as provided in section 3(a)(55) of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c(a)(55) ].;

“person associated with an investment adviser” applies throughout its subchapter

The term “person associated with an investment adviser” means any partner, officer, or director of such investment adviser (or any person performing similar functions), or any person directly or indirectly controlling or controlled by such investment adviser, including any employee of such investment adviser, except that for the purposes of section 80b–3 of this title (other than subsection (f) thereof), persons associated with an investment adviser whose functions are clerical or ministerial shall not be included in the meaning of such term.

“private fund” applies in that section

The term “private fund” means an issuer that would be an investment company, as defined in section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3 ), but for section 3(c)(1) or 3(c)(7) of that Act.;

“security future” applies in that section

The terms “security future” and “narrow-based security index” have the same meanings as provided in section 3(a)(55) of the Securities Exchange Act of 1934 [ 15 U.S.C. 78c(a)(55) ].;