---
kind: "section"
citation: "15 U.S.C. § 80a–2"
title: "15"
title_heading: "Commerce and Trade"
number: "80a–2"
heading: "Definitions; applicability; rulemaking considerations"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/80a-2"
units:
  - "Chapter 2D — Investment Companies and Advisers"
  - "Subchapter I — Investment Companies"
---

# §80a–2. Definitions; applicability; rulemaking considerations

- (a) **Definitions—** When used in this subchapter, unless the context otherwise requires—
  - (1) “Advisory board” means a board, whether elected or appointed, which is distinct from the board of [directors](#a-12) or board of trustees, of an investment [company](#a-8), and which is composed solely of [persons](#a-28) who do not serve such [company](#a-8) in any other capacity, whether or not the functions of such board are such as to render its members “[directors](#a-12)” within the definition of that term, which board has advisory functions as to investments but has no power to determine that any [security](#a-36) or other investment shall be purchased or sold by such [company](#a-8).
  - (2) “Affiliated company” means a [company](#a-8) which is an affiliated [person](#a-28).
  - (3) “Affiliated [person](#a-28)” of another [person](#a-28) means (A) any [person](#a-28) directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding [voting securities](#a-42) of such other [person](#a-28); (B) any [person](#a-28) 5 per centum or more of whose outstanding [voting securities](#a-42) are directly or indirectly owned, controlled, or held with power to vote, by such other [person](#a-28); (C) any [person](#a-28) directly or indirectly controlling, controlled by, or under common [control](#a-9) with, such other [person](#a-28); (D) any officer, [director](#a-12), partner, copartner, or employee of such other [person](#a-28); (E) if such other [person](#a-28) is an investment [company](#a-8), any [investment adviser](/usc/15/80b–2.md?p=a-11) thereof or any member of an [advisory board](#a-1) thereof; and (F) if such other [person](#a-28) is an unincorporated investment [company](#a-8) not having a board of [directors](#a-12), the depositor thereof.
  - (4) “Assignment” includes any direct or indirect transfer or hypothecation of a contract or chose in action by the assignor, or of a controlling block of the assignor’s outstanding [voting securities](#a-42) by a [security](#a-36) holder of the assignor; but does not include an assignment of partnership interests incidental to the death or withdrawal of a minority of the members of the partnership having only a minority interest in the partnership business or to the admission to the partnership of one or more members who, after such admission, shall be only a minority of the members and shall have only a minority interest in the business.
  - (5) “Bank” means (A) a depository institution (as defined in [section 1813 of title 12](/usc/12/1813.md)) or a branch or agency of a foreign bank (as such terms are defined in [section 3101 of title 12](/usc/12/3101.md)), (B) a member bank of the Federal Reserve System, (C) any other banking institution or trust [company](#a-8), whether incorporated or not, doing business under the laws of any [State](#a-39) 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, and which is supervised and examined by [State](#a-39) or Federal authority having supervision over banks, and which is not operated for the purpose of evading the provisions of this subchapter, and (D) a receiver, conservator, or other liquidating agent of any institution or firm included in clauses (A), (B), or (C) of this paragraph.
  - (6) The term “broker” has the same meaning as given in section 3 of the [Securities](#a-36) Exchange Act of 1934 [[15 U.S.C. 78c](/usc/15/78c.md)], except that such term does not include any [person](#a-28) solely by reason of the fact that such [person](#a-28) is an underwriter for one or more investment [companies](#a-8).
  - (7) “Commission” means the [Securities](#a-36) and [Exchange](#a-14) Commission.
  - (8) “Company” means a corporation, a partnership, an association, a joint-stock company, a trust, a fund, or any organized group of [persons](#a-28) whether incorporated or not; or any receiver, trustee in a case under [title 11](/usc/11.md) or similar official or any liquidating agent for any of the foregoing, in his capacity as such.
  - (9) “Control” means the power to exercise a controlling influence over the management or policies of a [company](#a-8), unless such power is solely the result of an official position with such [company](#a-8).

    Any [person](#a-28) who owns beneficially, either directly or through one or more controlled [companies](#a-8), more than 25 per centum of the [voting securities](#a-42) of a [company](#a-8) shall be presumed to control such [company](#a-8). Any [person](#a-28) who does not so own more than 25 per centum of the [voting securities](#a-42) of any [company](#a-8) shall be presumed not to control such [company](#a-8). A natural [person](#a-28) shall be presumed not to be a controlled [person](#a-28) within the meaning of this subchapter. Any such presumption may be rebutted by evidence, but except as hereinafter provided, shall continue until a determination to the contrary made by the [Commission](#a-7) by order either on its own motion or on application by an interested [person](#a-28). If an application filed hereunder is not granted or denied by the [Commission](#a-7) within sixty days after filing thereof, the determination sought by the application shall be deemed to have been temporarily granted pending [final determination](/usc/15/37a.md?p=4) of the [Commission](#a-7) thereon. The [Commission](#a-7), upon its own motion or upon application, may by order revoke or modify any order issued under this paragraph whenever it shall find that the determination embraced in such original order is no longer consistent with the facts.

  - (10) “Convicted” includes a verdict, judgment, or plea of guilty, or a finding of guilt on a plea of nolo contendere, if such verdict, judgment, plea, or finding has not been reversed, set aside, or withdrawn, whether or not sentence has been imposed.
  - (11) The term “dealer” has the same meaning as given in the [Securities](#a-36) Exchange Act of 1934 [[15 U.S.C. 78a](/usc/15/78a.md) et seq.], but does not include an [insurance company](#a-17) or investment [company](#a-8).
  - (12) “Director” means any director of a corporation or any [person](#a-28) performing similar functions with respect to any organization, whether incorporated or unincorporated, including any natural [person](#a-28) who is a member of a board of trustees of a management [company](#a-8) created as a common-law trust.
  - (13) “Employees’ [securities](#a-36) [company](#a-8)” means any investment [company](#a-8) or similar [issuer](#a-22) all of the outstanding [securities](#a-36) of which (other than [short-term paper](#a-38)) are beneficially owned (A) by the employees or [persons](#a-28) on retainer of a single employer or of two or more employers each of which is an [affiliated company](#a-2) of the other, (B) by former employees of such employer or employers, (C) by members of the immediate family of such employees, [persons](#a-28) on retainer, or former employees, (D) by any two or more of the foregoing classes of [persons](#a-28), or (E) by such employer or employers together with any one or more of the foregoing classes of [persons](#a-28).
  - (14) “Exchange” means any organization, association, or group of [persons](#a-28), whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of [securities](#a-36) or for otherwise performing with respect to [securities](#a-36) 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.
  - (15) “Face-amount certificate” means any certificate, investment contract, or other [security](#a-36) which represents an obligation on the part of its [issuer](#a-22) to pay a stated or determinable sum or sums at a fixed or determinable date or dates more than twenty-four months after the date of issuance, in consideration of the payment of periodic installments of a stated or determinable amount (which [security](#a-36) shall be known as a face-amount certificate of the “installment type”); or any [security](#a-36) which represents a similar obligation on the part of a face-amount certificate [company](#a-8), the consideration for which is the payment of a single lump sum (which [security](#a-36) shall be known as a “fully paid” face-amount certificate).
  - (16) “Government security” means any [security](#a-36) issued or guaranteed as to principal or interest by the United States, or by a [person](#a-28) controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing.
  - (17) “Insurance company” means a [company](#a-8) which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner or a similar official or agency of a [State](#a-39); or any receiver or similar official or any liquidating agent for such a [company](#a-8), in his capacity as such.
  - (18) “Interstate commerce” means trade, commerce, transportation, or communication among the several [States](#a-39), or between any foreign country and any [State](#a-39), or between any [State](#a-39) and any place or ship outside thereof.
  - (19) “Interested [person](#a-28)” of another [person](#a-28) means—
    - (A) when used with respect to an investment [company](#a-8)—
      - (i) any affiliated [person](#a-28) of such [company](#a-8),
      - (ii) any member of the immediate family of any natural [person](#a-28) who is an affiliated [person](#a-28) of such [company](#a-8),
      - (iii) any interested [person](#a-28) of any [investment adviser](/usc/15/80b–2.md?p=a-11) of or principal underwriter for such [company](#a-8),
      - (iv) any [person](#a-28) or partner or employee of any [person](#a-28) who at any time since the beginning of the last two completed fiscal years of such [company](#a-8) has acted as legal counsel for such [company](#a-8),
      - (v) any [person](#a-28) or any affiliated [person](#a-28) of a [person](#a-28) (other than a registered investment [company](#a-8)) that, at any time during the 6-month period preceding the date of the determination of whether that [person](#a-28) or affiliated [person](#a-28) is an interested [person](#a-28), has executed any portfolio transactions for, engaged in any principal transactions with, or distributed shares for—
        - (I) the investment [company](#a-8);
        - (II) any other investment [company](#a-8) having the same [investment adviser](/usc/15/80b–2.md?p=a-11) as such investment [company](#a-8) or holding itself out to investors as a related [company](#a-8) for purposes of investment or investor services; or
        - (III) any account over which the investment [company](#a-8)’s [investment adviser](/usc/15/80b–2.md?p=a-11) has brokerage placement discretion,
      - (vi) any [person](#a-28) or any affiliated [person](#a-28) of a [person](#a-28) (other than a registered investment [company](#a-8)) that, at any time during the 6-month period preceding the date of the determination of whether that [person](#a-28) or affiliated [person](#a-28) is an interested [person](#a-28), has loaned money or other property to—
        - (I) the investment [company](#a-8);
        - (II) any other investment [company](#a-8) having the same [investment adviser](/usc/15/80b–2.md?p=a-11) as such investment [company](#a-8) or holding itself out to investors as a related [company](#a-8) for purposes of investment or investor services; or
        - (III) any account for which the investment [company](#a-8)’s [investment adviser](/usc/15/80b–2.md?p=a-11) has borrowing authority, and
      - (vii) any natural [person](#a-28) whom the [Commission](#a-7) by order shall have determined to be an interested [person](#a-28) by reason of having had, at any time since the beginning of the last two completed fiscal years of such [company](#a-8), a material business or professional relationship with such [company](#a-8) or with the principal executive officer of such [company](#a-8) or with any other investment [company](#a-8) having the same [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter or with the principal executive officer of such other investment [company](#a-8):
    - (B) when used with respect to an [investment adviser](/usc/15/80b–2.md?p=a-11) of or principal underwriter for any investment [company](#a-8)—
      - (i) any affiliated [person](#a-28) of such [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter,
      - (ii) any member of the immediate family of any natural [person](#a-28) who is an affiliated [person](#a-28) of such [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter,
      - (iii) any [person](#a-28) who knowingly has any direct or indirect beneficial interest in, or who is designated as trustee, executor, or guardian of any legal interest in, any [security](#a-36) issued either by such [investment adviser](/usc/15/80b–2.md?p=a-11) of principal underwriter or by a controlling [person](#a-28) or such [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter,
      - (iv) any [person](#a-28) or partner or employee of any [person](#a-28) who at any time since the beginning of the last two completed fiscal years of such investment [company](#a-8) has acted as legal counsel for such [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter,
      - (v) any [person](#a-28) or any affiliated [person](#a-28) of a [person](#a-28) (other than a registered investment [company](#a-8)) that, at any time during the 6-month period preceding the date of the determination of whether that [person](#a-28) or affiliated [person](#a-28) is an interested [person](#a-28), has executed any portfolio transactions for, engaged in any principal transactions with, or distributed shares for—
        - (I) any investment [company](#a-8) for which the [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter serves as such;
        - (II) any investment [company](#a-8) holding itself out to investors, for purposes of investment or investor services, as a [company](#a-8) related to any investment [company](#a-8) for which the [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter serves as such; or
        - (III) any account over which the [investment adviser](/usc/15/80b–2.md?p=a-11) has brokerage placement discretion,
      - (vi) any [person](#a-28) or any affiliated [person](#a-28) of a [person](#a-28) (other than a registered investment [company](#a-8)) that, at any time during the 6-month period preceding the date of the determination of whether that [person](#a-28) or affiliated [person](#a-28) is an interested [person](#a-28), has loaned money or other property to—
        - (I) any investment [company](#a-8) for which the [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter serves as such;
        - (II) any investment [company](#a-8) holding itself out to investors, for purposes of investment or investor services, as a [company](#a-8) related to any investment [company](#a-8) for which the [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter serves as such; or
        - (III) any account for which the [investment adviser](/usc/15/80b–2.md?p=a-11) has borrowing authority, and
      - (vii) any natural [person](#a-28) whom the [Commission](#a-7) by order shall have determined to be an interested [person](#a-28) by reason of having had at any time since the beginning of the last two completed fiscal years of such investment [company](#a-8) a material business or professional relationship with such [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter or with the principal executive officer or any controlling [person](#a-28) of such [investment adviser](/usc/15/80b–2.md?p=a-11) or principal underwriter.

    For the purposes of this [paragraph (19)](#a-19), “member of the immediate family” means any parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, and includes step and adoptive relationships. The [Commission](#a-7) may modify or revoke any order issued under [clause (vii)](#a-19-A-vii) of subparagraph (A) or (B) of this paragraph whenever it finds that such order is no longer consistent with the facts. No order issued pursuant to [clause (vii)](#a-19-A-vii) of subparagraph (A) or (B) of this paragraph shall become effective until at least sixty days after the entry thereof, and no such order shall affect the status of any [person](#a-28) for the purposes of this subchapter or for any other purpose for any period prior to the effective date of such order.

  - (20) “[Investment adviser](/usc/15/80b–2.md?p=a-11)” of an investment [company](#a-8) means (A) any [person](#a-28) (other than a bona fide officer, [director](#a-12), trustee, member of an [advisory board](#a-1), or employee of such [company](#a-8), as such) who pursuant to contract with such [company](#a-8) regularly furnishes advice to such [company](#a-8) with respect to the desirability of investing in, purchasing or selling [securities](#a-36) or other property, or is empowered to determine what [securities](#a-36) or other property shall be purchased or sold by such [company](#a-8), and (B) any other [person](#a-28) who pursuant to contract with a [person](#a-28) described in clause (A) of this paragraph regularly performs substantially all of the duties undertaken by such [person](#a-28) described in said clause (A); but does not include (i) a [person](#a-28) whose advice is furnished solely through uniform publications distributed to subscribers thereto, (ii) a [person](#a-28) who furnishes only statistical and other factual information, advice regarding economic factors and trends, or advice as to occasional transactions in specific [securities](#a-36), but without generally furnishing advice or making recommendations regarding the purchase or sale of [securities](#a-36), (iii) a [company](#a-8) furnishing such services at cost to one or more investment [companies](#a-8), [insurance companies](#a-17), or other financial institutions, (iv) any [person](#a-28) the character and amount of whose compensation for such services must be approved by a court, or (v) such other [persons](#a-28) as the [Commission](#a-7) may by rules and regulations or order determine not to be within the intent of this definition.
  - (21) “Investment banker” means any [person](#a-28) engaged in the business of underwriting [securities](#a-36) issued by other [persons](#a-28), but does not include an investment [company](#a-8), any [person](#a-28) who acts as an underwriter in isolated transactions but not as a part of a regular business, or any [person](#a-28) solely by reason of the fact that such [person](#a-28) is an underwriter for one or more investment [companies](#a-8).
  - (22) “Issuer” means every [person](#a-28) who issues or proposes to issue any [security](#a-36), or has outstanding any [security](#a-36) which it has issued.
  - (23) “Lend” includes a purchase coupled with an [agreement](/usc/15/7a.md?p=2) by the vendor to repurchase; “borrow” includes a sale coupled with a similar [agreement](/usc/15/7a.md?p=2).
  - (24) “Majority-owned subsidiary” of a [person](#a-28) means a [company](#a-8) 50 per centum or more of the outstanding [voting securities](#a-42) of which are owned by such [person](#a-28), or by a [company](#a-8) which, within the meaning of this paragraph, is a majority-owned subsidiary of such [person](#a-28).
  - (25) “Means or instrumentality of interstate commerce” includes any facility of a [national securities exchange](#a-26).
  - (26) “National securities exchange” means an [exchange](#a-14) registered under section 6 of the [Securities](#a-36) Exchange Act of 1934 [[15 U.S.C. 78f](/usc/15/78f.md)].
  - (27) “Periodic payment plan certificate” means (A) any certificate, investment contract, or other [security](#a-36) providing for a series of periodic payments by the holder, and representing an undivided interest in certain specified [securities](#a-36) or in a unit or fund of [securities](#a-36) purchased wholly or partly with the proceeds of such payments, and (B) any [security](#a-36) the [issuer](#a-22) of which is also issuing [securities](#a-36) of the character described in clause (A) of this paragraph and the holder of which has substantially the same rights and privileges as those which holders of [securities](#a-36) of the character described in said clause (A) have upon completing the periodic payments for which such [securities](#a-36) provide.
  - (28) “Person” means a natural person or a [company](#a-8).
  - (29) “Principal underwriter” of or for any investment [company](#a-8) other than a closed-end [company](#a-8), or of any [security](#a-36) issued by such a [company](#a-8), means any underwriter who as principal purchases from such [company](#a-8), or pursuant to contract has the right (whether absolute or conditional) from time to time to purchase from such [company](#a-8), any such [security](#a-36) for distribution, or who as agent for such [company](#a-8) sells or has the right to sell any such [security](#a-36) to a [dealer](#a-11) or to the public or both, but does not include a [dealer](#a-11) who purchases from such [company](#a-8) through a principal underwriter acting as agent for such [company](#a-8). “Principal underwriter” of or for a closed-end [company](#a-8) or any [issuer](#a-22) which is not an investment [company](#a-8), or of any [security](#a-36) issued by such a [company](#a-8) or [issuer](#a-22), means any underwriter who, in connection with a primary distribution of [securities](#a-36), (A) is in privity of contract with the [issuer](#a-22) or an affiliated [person](#a-28) of the [issuer](#a-22); (B) acting alone or in concert with one or more other [persons](#a-28), initiates or directs the formation of an underwriting syndicate; or (C) is allowed a rate of gross [commission](#a-7), spread, or other profit greater than the rate allowed another underwriter participating in the distribution.
  - (30) “Promoter” of a [company](#a-8) or a proposed [company](#a-8) means a [person](#a-28) who, acting alone or in concert with other [persons](#a-28), is initiating or directing, or has within one year initiated or directed, the organization of such [company](#a-8).
  - (31) “Prospectus”, as used in [section 80a–22 of this title](/usc/15/80a–22.md), means a written prospectus intended to meet the requirements of section 10(a) of the Securities Act of 1933 [[15 U.S.C. 77j(a)](/usc/15/77j.md?p=a)] and currently in use. As used elsewhere, “prospectus” means a prospectus as defined in the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.].
  - (32) “Redeemable security” means any [security](#a-36), other than [short-term paper](#a-38), under the terms of which the holder, upon its presentation to the [issuer](#a-22) or to a [person](#a-28) designated by the [issuer](#a-22), is entitled (whether absolutely or only out of surplus) to receive approximately his proportionate share of the [issuer](#a-22)’s current net assets, or the cash equivalent thereof.
  - (33) “Reorganization” means (A) a reorganization under the supervision of a court of competent jurisdiction; (B) a merger or consolidation; (C) a sale of 75 per centum or more in value of the assets of a [company](#a-8); (D) a restatement of the capital of a [company](#a-8), or an [exchange](#a-14) of [securities](#a-36) issued by a [company](#a-8) for any of its own outstanding [securities](#a-36); (E) a voluntary dissolution or liquidation of a [company](#a-8); (F) a recapitalization or other procedure or transaction which has for its purpose the alteration, modification, or elimination of any of the rights, preferences, or privileges of any class of [securities](#a-36) issued by a [company](#a-8), as provided in its charter or other instrument creating or defining such rights, preferences, and privileges; (G) an [exchange](#a-14) of [securities](#a-36) issued by a [company](#a-8) for outstanding [securities](#a-36) issued by another [company](#a-8) or [companies](#a-8), preliminary to and for the purpose of effecting or consummating any of the foregoing; or (H) any [exchange](#a-14) of [securities](#a-36) by a [company](#a-8) which is not an investment [company](#a-8) for [securities](#a-36) issued by a registered investment [company](#a-8).
  - (34) “Sale”, “sell”, “offer to sell”, or “offer for sale” includes every contract of sale or disposition of, attempt or offer to dispose of, or solicitation of an offer to buy, a [security](#a-36) or interest in a [security](#a-36), for value. Any [security](#a-36) given or delivered with, or as a bonus on account of, any purchase of [securities](#a-36) or any other thing, shall be conclusively presumed to constitute a part of the subject of such purchase and to have been sold for value.
  - (35) “Sales load” means the difference between the price of a [security](#a-36) to the public and that portion of the proceeds from its sale which is received and invested or held for investment by the [issuer](#a-22) (or in the case of a unit investment trust, by the depositor or trustee), less any portion of such difference deducted for trustee’s or custodian’s fees, insurance premiums, issue taxes, or administrative expenses or fees which are not properly chargeable to sales or promotional activities. In the case of a [periodic payment plan certificate](#a-27), “sales load” includes the sales load on any investment [company](#a-8) [securities](#a-36) in which the payments made on such certificate are invested, as well as the sales load on the certificate itself.
  - (36) “Security” means any note, stock, treasury stock, [security future](#a-52), bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing [agreement](/usc/15/7a.md?p=2), collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a [national securities exchange](#a-26) relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
  - (37) “Separate account” means an account established and maintained by an [insurance company](#a-17) pursuant to the laws of any [State](#a-39) or territory of the United States, or of Canada or any province thereof, under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or charged against such account without regard to other income, gains, or losses of the [insurance company](#a-17).
  - (38) “Short-term paper” means any note, draft, bill of [exchange](#a-14), or banker’s acceptance payable on demand or having a maturity at the time of issuance of not exceeding nine months, exclusive of days of grace, or any renewal thereof payable on demand or having a maturity likewise limited; and such other classes of [securities](#a-36), of a commercial rather than an investment character, as the [Commission](#a-7) may designate by rules and regulations.
  - (39) “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.
  - (40) “Underwriter” means any [person](#a-28) who has purchased from an [issuer](#a-22) with a view to, or sells for an [issuer](#a-22) in connection with, the distribution of any [security](#a-36), 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](#a-28) whose interest is limited to a [commission](#a-7) from an underwriter or [dealer](#a-11) not in excess of the usual and customary distributor’s or seller’s [commission](#a-7). As used in this paragraph the term “[issuer](#a-22)” shall include, in addition to an [issuer](#a-22), any [person](#a-28) directly or indirectly controlling or controlled by the [issuer](#a-22), or any [person](#a-28) under direct or indirect common [control](#a-9) with the [issuer](#a-22). When the distribution of the [securities](#a-36) in respect of which any [person](#a-28) is an underwriter is completed such [person](#a-28) shall cease to be an underwriter in respect of such [securities](#a-36) or the [issuer](#a-22) thereof.
  - (41) “Value”, with respect to assets of registered investment [companies](#a-8), except as provided in subsection (b) of [section 80a–28 of this title](/usc/15/80a–28.md), means—
    - (A) as used in sections [80a–3](/usc/15/80a–3.md), [80a–5](/usc/15/80a–5.md), and [80a–12](/usc/15/80a–12.md) of this title, (i) with respect to [securities](#a-36) owned at the end of the last preceding fiscal quarter for which market quotations are readily available, the market value at the end of such quarter; (ii) with respect to other [securities](#a-36) and assets owned at the end of the last preceding fiscal quarter, fair value at the end of such quarter, as determined in good faith by the board of [directors](#a-12); and (iii) with respect to [securities](#a-36) and other assets acquired after the end of the last preceding fiscal quarter, the cost thereof; and
    - (B) as used elsewhere in this subchapter, (i) with respect to [securities](#a-36) for which market quotations are readily available, the market value of such [securities](#a-36); and (ii) with respect to other [securities](#a-36) and assets, fair value as determined in good faith by the board of [directors](#a-12);

    in each case as of such time or times as determined pursuant to this subchapter, and the rules and regulations issued by the [Commission](#a-7) hereunder. Notwithstanding the fact that market quotations for [securities](#a-36) issued by controlled [companies](#a-8) are available, the board of [directors](#a-12) may in good faith determine the value of such [securities](#a-36): Provided, That the value so determined is not in excess of the higher of market value or asset value of such [securities](#a-36) in the case of majority-owned subsidiaries, and is not in excess of market value in the case of other controlled [companies](#a-8).

    For purposes of the valuation of those assets of a registered diversified [company](#a-8) which are not subject to the limitations provided for in [section 80a–5(b)(1) of this title](/usc/15/80a–5.md?p=b-1), the [Commission](#a-7) may, by rules and regulations or orders, permit any [security](#a-36) to be carried at cost, if it shall determine that such procedure is consistent with the general intent and purposes of this subchapter. For purposes of sections [80a–5](/usc/15/80a–5.md) and [80a–12](/usc/15/80a–12.md) of this title in lieu of values determined as provided in [clause (A)](#a-41-A) above, the [Commission](#a-7) shall by rules and regulations permit valuation of [securities](#a-36) at cost or other basis in cases where it may be more convenient for such [company](#a-8) to make its computations on such basis by reason of the necessity or desirability of complying with the provisions of any United States revenue laws or rules and regulations issued thereunder, or the laws or the rules and regulations issued thereunder of any [State](#a-39) in which the [securities](#a-36) of such [company](#a-8) may be qualified for sale.

    The foregoing definition shall not derogate from the authority of the [Commission](#a-7) with respect to the reports, information, and documents to be filed with the [Commission](#a-7) by any registered [company](#a-8), or with respect to the accounting policies and principles to be followed by any such [company](#a-8), as provided in sections [80a–8](/usc/15/80a–8.md), [80a–29](/usc/15/80a–29.md), and [80a–30](/usc/15/80a–30.md) of this title.

  - (42) “Voting security” means any [security](#a-36) presently entitling the owner or holder thereof to vote for the election of [directors](#a-12) of a [company](#a-8). A specified percentage of the outstanding voting securities of a [company](#a-8) means such amount of its outstanding voting securities as entitles the holder or holders thereof to cast said specified percentage of the aggregate votes which the holders of all the outstanding voting securities of such [company](#a-8) are entitled to cast. The vote of a majority of the outstanding voting securities of a [company](#a-8) means the vote, at the annual or a special meeting of the [security](#a-36) holders of such [company](#a-8) duly called, (A) of 67 per centum or more of the voting securities present at such meeting, if the holders of more than 50 per centum of the outstanding voting securities of such [company](#a-8) are present or represented by proxy; or (B) of more than 50 per centum of the outstanding voting securities of such [company](#a-8), whichever is the less.
  - (43) “Wholly-owned subsidiary” of a [person](#a-28) means a [company](#a-8) 95 per centum or more of the outstanding [voting securities](#a-42) of which are owned by such [person](#a-28), or by a [company](#a-8) which, within the meaning of this paragraph, is a wholly-owned subsidiary of such [person](#a-28).
  - (44) “Securities Act of 1933” [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], “[Securities](#a-36) Exchange Act of 1934” [[15 U.S.C. 78a](/usc/15/78a.md) et seq.], and “Trust Indenture Act of 1939” [[15 U.S.C. 77aaa](/usc/15/77aaa.md) et seq.] mean those acts, respectively, as heretofore or hereafter amended.
  - (45) “Savings and loan association” means a savings and loan association, building and loan association, cooperative [bank](#a-5), homestead association, or similar institution, which is supervised and examined by [State](#a-39) or Federal authority having supervision over any such institution, and a receiver, conservator, or other liquidating agent of any such institution.
  - (46) “Eligible portfolio company” means any [issuer](#a-22) which—
    - (A) is organized under the laws of, and has its principal place of business in, any [State](#a-39) or [States](#a-39);
    - (B) is neither an investment [company](#a-8) as defined in [section 80a–3 of this title](/usc/15/80a–3.md) (other than a small business investment [company](#a-8) which is licensed by the Small Business [Administration](/usc/15/636e.md?p=1) to operate under the Small Business Investment Act of 1958 [[15 U.S.C. 661](/usc/15/661.md) et seq.] and which is a wholly-owned subsidiary of the [business development company](#a-48)) nor a [company](#a-8) which would be an investment [company](#a-8) except for the exclusion from the definition of investment [company](#a-8) in [section 80a–3(c) of this title](/usc/15/80a–3.md?p=c); and
    - (C) satisfies one of the following:
      - (i) it does not have any class of [securities](#a-36) with respect to which a member of a [national securities exchange](#a-26), [broker](#a-6), or [dealer](#a-11) may extend or maintain credit to or for a customer pursuant to rules or regulations adopted by the Board of Governors of the Federal Reserve System under section 7 of the [Securities](#a-36) Exchange Act of 1934 [[15 U.S.C. 78g](/usc/15/78g.md)];
      - (ii) it is controlled by a [business development company](#a-48), either alone or as part of a group acting together, and such [business development company](#a-48) in fact exercises a controlling influence over the management or policies of such [eligible portfolio company](#a-46) and, as a result of such [control](#a-9), has an affiliated [person](#a-28) who is a [director](#a-12) of such [eligible portfolio company](#a-46);
      - (iii) it has total assets of not more than $4,000,000, and capital and surplus (shareholders’ equity less retained earnings) of not less than $2,000,000, except that the [Commission](#a-7) may adjust such amounts by rule, regulation, or order to reflect changes in 1 or more generally accepted indices or other indicators for small businesses; or
      - (iv) it meets such other criteria as the [Commission](#a-7) may, by rule, establish as consistent with the public interest, the protection of investors, and the purposes fairly intended by the policy and provisions of this subchapter.
  - (47) “Making available significant managerial assistance” by a [business development company](#a-48) means—
    - (A) any arrangement whereby a [business development company](#a-48), through its [directors](#a-12), officers, employees, or general partners, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio [company](#a-8);
    - (B) the exercise by a [business development company](#a-48) of a controlling influence over the management or policies of a portfolio [company](#a-8) by the [business development company](#a-48) acting individually or as part of a group acting together which [controls](#a-9) such portfolio [company](#a-8); or
    - (C) with respect to a small business investment [company](#a-8) licensed by the Small Business [Administration](/usc/15/636e.md?p=1) to operate under the Small Business Investment Act of 1958 [[15 U.S.C. 661](/usc/15/661.md) et seq.], the making of loans to a portfolio [company](#a-8).

    For purposes of [subparagraph (A)](#a-47-A), the requirement that a [business development company](#a-48) make available significant managerial assistance shall be deemed to be satisfied with respect to any particular portfolio [company](#a-8) where the [business development company](#a-48) purchases [securities](#a-36) of such portfolio [company](#a-8) in conjunction with one or more other [persons](#a-28) acting together, and at least one of the [persons](#a-28) in the group makes available significant managerial assistance to such portfolio [company](#a-8), except that such requirement will not be deemed to be satisfied if the [business development company](#a-48), in all cases, makes available significant managerial assistance solely in the manner described in this sentence.

  - (48) “Business development company” means any closed-end [company](#a-8) which—
    - (A) is organized under the laws of, and has its principal place of business in, any [State](#a-39) or [States](#a-39);
    - (B) is operated for the purpose of making investments in [securities](#a-36) described in paragraphs (1) through (3) of [section 80a–54(a) of this title](/usc/15/80a–54.md?p=a), and makes available significant managerial assistance with respect to the [issuers](#a-22) of such [securities](#a-36), provided that a [business development company](#a-48) must make available significant managerial assistance only with respect to the [companies](#a-8) which are treated by such [business development company](#a-48) as satisfying the 70 per centum of the value of its total assets condition of [section 80a–54 of this title](/usc/15/80a–54.md); and provided further that a [business development company](#a-48) need not make available significant managerial assistance with respect to any [company](#a-8) described in [paragraph (46)(C)(iii)](#a-46-C-iii), or with respect to any other [company](#a-8) that meets such criteria as the [Commission](#a-7) may by rule, regulation, or order permit, as consistent with the public interest, the protection of investors, and the purposes of this subchapter; and
    - (C) has elected pursuant to [section 80a–53(a) of this title](/usc/15/80a–53.md?p=a) to be subject to the provisions of sections [80a–54](/usc/15/80a–54.md) through [80a–64](/usc/15/80a–64.md) of this title.
  - (49) “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](#a-36) matters.
  - (50) “Foreign financial regulatory authority” means any (A) [foreign securities authority](#a-49), (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 the participation of its members in activities listed above.
  - (51)
    - (A) “Qualified purchaser” means—
      - (i) any natural [person](#a-28) (including any [person](#a-28) who holds a joint, community property, or other similar shared ownership interest in an [issuer](#a-22) that is excepted under [section 80a–3(c)(7) of this title](/usc/15/80a–3.md?p=c-7) with that [person](#a-28)’s [qualified purchaser](#a-51-A) spouse) who owns not less than $5,000,000 in investments, as defined by the [Commission](#a-7);
      - (ii) any [company](#a-8) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more [natural persons](/usc/15/15g.md?p=3) who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such [persons](#a-28), the estates of such [persons](#a-28), or foundations, [charitable organizations](/usc/15/80a–3.md?p=c-10-D-iii), or trusts established by or for the benefit of such [persons](#a-28);
      - (iii) any trust that is not covered by [clause (ii)](#a-51-A-ii) and that was not formed for the specific purpose of acquiring the [securities](#a-36) offered, as to which the trustee or other [person](#a-28) authorized to make decisions with respect to the trust, and each settlor or other [person](#a-28) who has contributed assets to the trust, is a [person](#a-28) described in clause [(i)](#a-51-A-i), [(ii)](#a-51-A-ii), or [(iv)](#a-51-A-iv); or
      - (iv) any [person](#a-28), acting for its own account or the accounts of other [qualified purchasers](#a-51-A), who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.
    - (B) The [Commission](#a-7) may adopt such rules and regulations applicable to the [persons](#a-28) and trusts specified in clauses [(i)](#a-51-A-i) through [(iv)](#a-51-A-iv) of subparagraph (A) as it determines are necessary or appropriate in the public interest or for the protection of investors.
    - (C) The term “[qualified purchaser](#a-51-A)” does not include a [company](#a-8) that, but for the exceptions provided for in paragraph (1) or (7) of [section 80a–3(c) of this title](/usc/15/80a–3.md?p=c), would be an investment [company](#a-8) (hereafter in this paragraph referred to as an “excepted investment [company](#a-8)”), unless all beneficial owners of its outstanding [securities](#a-36) (other than [short-term paper](#a-38)), determined in accordance with [section 80a–3(c)(1)(A) of this title](/usc/15/80a–3.md?p=c-1-A), that acquired such [securities](#a-36) on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding [securities](#a-36) (other than [short-term paper](#a-38)) of any excepted investment [company](#a-8) that, directly or indirectly, owns any outstanding [securities](#a-36) of such excepted investment [company](#a-8), have consented to its treatment as a [qualified purchaser](#a-51-A). Unanimous consent of all trustees, [directors](#a-12), or general partners of a [company](#a-8) or trust referred to in clause [(ii)](#a-51-A-ii) or [(iii)](#a-51-A-iii) of subparagraph (A) shall constitute consent for purposes of this subparagraph.
  - (52) The terms “security future” and “narrow-based security index” have the same meanings as provided in section 3(a)(55) of the [Securities](#a-36) Exchange Act of 1934 [[15 U.S.C. 78c(a)(55)](/usc/15/78c.md?p=a-55)].
  - (53) The term “credit rating agency” has the same meaning as in section 3 of the [Securities](#a-36) Exchange Act of 1934 [[15 U.S.C. 78c](/usc/15/78c.md)].
  - (54) 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](/usc/7/1a.md).
- (b) **Applicability to government—** No provision in this subchapter shall apply to, or be deemed to include, the United States, a [State](#a-39), or any political subdivision of a [State](#a-39), or any agency, authority, or instrumentality of any one or more of the foregoing, or any corporation which is wholly owned directly or indirectly by any one or more of the foregoing, or any officer, agent, or employee of any of the foregoing acting as such in the course of his official duty, unless such provision makes specific reference thereto.
- (c) **Consideration of promotion of efficiency, competition, and capital formation—** Whenever pursuant to this subchapter the [Commission](#a-7) is engaged in rulemaking and is required to consider or determine whether an action is consistent with the public interest, the [Commission](#a-7) shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.

## Source credit

(Aug. 22, 1940, ch. 686, title I, § 2, 54 Stat. 790; Proc. No. 2695, eff. July 4, 1946, 11 F.R. 7517, 60 Stat. 1352; Aug. 10, 1954, ch. 667, title IV, § 401, 68 Stat. 688; Pub. L. 86–70, § 12(d), June 25, 1959, 73 Stat. 143; Pub. L. 86–624, § 7(c), July 12, 1960, 74 Stat. 412; Pub. L. 91–547, § 2(a), Dec. 14, 1970, 84 Stat. 1413; Pub. L. 95–598, title III, § 310(a), Nov. 6, 1978, 92 Stat. 2676; Pub. L. 96–477, title I, § 101, Oct. 21, 1980, 94 Stat. 2275; Pub. L. 97–303, § 5, Oct. 13, 1982, 96 Stat. 1409; Pub. L. 100–181, title VI, §§ 601–603, Dec. 4, 1987, 101 Stat. 1260; Pub. L. 101–550, title II, § 206(a), Nov. 15, 1990, 104 Stat. 2720; Pub. L. 104–290, title I, § 106(c), title II, § 209(b), title V, §§ 503, 504, Oct. 11, 1996, 110 Stat. 3425, 3434, 3445; Pub. L. 105–353, title III, § 301(c)(1), Nov. 3, 1998, 112 Stat. 3236; Pub. L. 106–102, title II, §§ 213(a), (b), 215, 216, 223, Nov. 12, 1999, 113 Stat. 1397, 1399, 1401; Pub. L. 106–554, § 1(a)(5) [title II, § 209(a)(1), (3)], Dec. 21, 2000, 114 Stat. 2763, 2763A–435, 2763A–436; Pub. L. 109–291, § 4(b)(2)(A), Sept. 29, 2006, 120 Stat. 1337; Pub. L. 111–203, title VII, § 769, title IX, §§ 985(d)(1), 986(c)(1), July 21, 2010, 124 Stat. 1801, 1934, 1936; Pub. L. 119–27, § 17(b)(1), July 18, 2025, 139 Stat. 462.)

## Notes

### Amendment of Subsection (a)(36)

Pub. L. 119–27, §§ 17(b)(1), 20, July 18, 2025, 139 Stat. 462, 466, provided that, effective on the earlier of the date that is 18 months after July 18, 2025, or the date that is 120 days after the date on which the primary Federal payment stablecoin regulators issue any final regulations implementing Pub. L. 119–27, subsection (a)(36) of this section is amended by adding at the end the following: “The term ‘security’ does not include a payment stablecoin issued by a permitted payment stablecoin issuer, as such terms are defined in section 5901 of title 12.” See 2025 Amendment note below.

### Editorial Notes

### References in Text

The Securities Exchange Act of 1934, referred to in subsec. (a)(11), (44), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables.

The Securities Act of 1933, referred to in subsec. (a)(31), (44), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.

The Trust Indenture Act of 1939, referred to in subsec. (a)(44), is title III of act May 27, 1933, ch. 38, as added Aug. 3, 1939, ch. 411, 53 Stat. 1149, which is classified generally to subchapter III (§ 77aaa et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77aaa of this title and Tables.

The Small Business Investment Act of 1958, referred to in subsec. (a)(46)(B), (47)(C), is Pub. L. 85–699, Aug. 21, 1958, 72 Stat. 689, which is classified principally to chapter 14B (§ 661 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 661 of this title and Tables.

### Codification

Words “Philippine Islands” deleted from definition of term “State” under authority of Proc. No. 2695, which granted independence to the Philippine Islands. Proc. No. 2695 was issued pursuant to section 1394 of Title 22, Foreign Relations and Intercourse, and is set out as a note under that section.

### Amendments

2025—Subsec. (a)(36). Pub. L. 119–27 inserted at end “The term ‘security’ does not include a payment stablecoin issued by a permitted payment stablecoin issuer, as such terms are defined in section 5901 of title 12.”

2010—Subsec. (a)(19). Pub. L. 111–203, § 985(d)(1)(A), substituted “clause (vii)” for “clause (vi)” in two places in concluding provisions.

Subsec. (a)(19)(A)(vi)(III), (B)(vi)(III). Pub. L. 111–203, § 985(d)(1)(B), inserted “and” at end.

Subsec. (a)(44). Pub. L. 111–203, § 986(c)(1), struck out “ ‘Public Utility Holding Company Act of 1935’,” after “ ‘Securities Exchange Act of 1934’,”.

Subsec. (a)(54). Pub. L. 111–203, § 769, added par. (54).

2006—Subsec. (a)(53). Pub. L. 109–291 added par. (53).

2000—Subsec. (a)(36). Pub. L. 106–554, § 1(a)(5) [title II, § 209(a)(1)], inserted “security future,” after “treasury stock,”.

Subsec. (a)(52). Pub. L. 106–554, § 1(a)(5) [title II, § 209(a)(3)], added par. (52).

1999—Subsec. (a)(5)(A). Pub. L. 106–102, § 223, substituted “a depository institution (as defined in section 1813 of title 12) or a branch or agency of a foreign bank (as such terms are defined in section 3101 of title 12)” for “a banking institution organized under the laws of the United States”.

Subsec. (a)(6). Pub. L. 106–102, § 215, amended par. (6) generally. Prior to amendment, par. (6) read as follows: “ ‘Broker’ means any person engaged in the business of effecting transactions in securities for the account of others, but does not include a bank or any person solely by reason of the fact that such person is an underwriter for one or more investment companies.”

Subsec. (a)(11). Pub. L. 106–102, § 216, amended par. (11) generally. Prior to amendment, par. (11) read as follows: “ ‘Dealer’ means any person regularly engaged in the business of buying and selling securities for his own account, through a broker or otherwise, but does not include a bank, insurance company, or investment company, or any person insofar as he is engaged in investing, reinvesting, or trading in securities, or in owning or holding securities, for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business.”

Subsec. (a)(19)(A)(v). Pub. L. 106–102, § 213(a)(1), added cl. (v) and struck out former cl. (v) which read as follows: “any broker or dealer registered under the Securities Exchange Act of 1934 or any affiliated person of such a broker or dealer, and”.

Subsec. (a)(19)(A)(vi), (vii). Pub. L. 106–102, § 213(a)(2), (3), added cl. (vi) and redesignated former cl. (vi) as (vii).

Subsec. (a)(19)(B)(v). Pub. L. 106–102, § 213(b)(1), added cl. (v) and struck out former cl. (v) which read as follows: “any broker or dealer registered under the Securities Exchange Act of 1934 or any affiliated person of such a broker or dealer, and”.

Subsec. (a)(19)(B)(vi), (vii). Pub. L. 106–102, § 213(b)(2), (3), added cl. (vi) and redesignated former cl. (vi) as (vii).

1998—Subsec. (a)(8). Pub. L. 105–353 made a technical amendment to reference in original act which appears in text as reference to title 11.

1996—Subsec. (a)(46)(C)(iii), (iv). Pub. L. 104–290, § 503, added cl. (iii) and redesignated former cl. (iii) as (iv).

Subsec. (a)(48)(B). Pub. L. 104–290, § 504, inserted at end “provided further that a business development company need not make available significant managerial assistance with respect to any company described in paragraph (46)(C)(iii), or with respect to any other company that meets such criteria as the Commission may by rule, regulation, or order permit, as consistent with the public interest, the protection of investors, and the purposes of this subchapter; and”.

Subsec. (a)(51). Pub. L. 104–290, § 209(b), added par. (51).

Subsec. (c). Pub. L. 104–290, § 106(c), added subsec. (c).

1990—Subsec. (a)(49), (50). Pub. L. 101–550 added pars. (49) and (50).

1987—Subsec. (a)(19). Pub. L. 100–181, § 601, inserted “completed” before “fiscal years” wherever appearing in subpars. (A)(iv), (vi) and (B)(iv), (vi).

Subsec. (a)(39). Pub. L. 100–181, § 602, struck out reference to Canal Zone.

Subsec. (a)(48)(B). Pub. L. 100–181, § 603, substituted “paragraphs (1) through (3) of section 80a–54(a) of this title” for “sections 80a–54(a)(1) through (3) of this title”.

1982—Subsec. (a)(36). Pub. L. 97–303 inserted “any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency,” after “mineral rights,”.

1980—Subsec. (a)(46) to (48). Pub. L. 96–477 added pars. (46) to (48).

1978—Subsec. (a)(8). Pub. L. 95–598 substituted “a case under title 11” for “bankruptcy”.

1970—Subsec. (a)(5). Pub. L. 91–547, § 2(a)(1), substituted “under the authority of the Comptroller of the Currency” for “under section 248(k) of title 12,”.

Subsec. (a)(19). Pub. L. 91–547, § 2(a)(3), added par. (19). Former par. (19) redesignated (20).

Subsecs. (a)(20) to (36). Pub. L. 91–547, § 2(a)(2), redesignated former pars. (19) to (35) as (20) to (36), respectively.

Subsec. (a)(37). Pub. L. 91–547, § 2(a)(4), added par. (37). Former par. (37) redesignated (39).

Subsecs. (a)(38) to (44). Pub. L. 91–547, § 2(a)(2), redesignated former pars. (36) to (42) as (38) to (44).

Subsec. (a)(45). Pub. L. 91–547, § 2(a)(5), added par. (45).

1960—Subsec. (a)(37). Pub. L. 86–624 struck out reference to Hawaii.

1959—Subsec. (a)(37). Pub. L. 86–70 struck out reference to Alaska.

1954—Subsec. (a)(30). Act Aug. 10, 1954, substituted “section 10(a) of the Securities Act of 1933” for “section 5(b) of the Securities Act of 1933”.

### Statutory Notes and Related Subsidiaries

### Effective Date of 2025 Amendment

Amendment by Pub. L. 119–27 effective on the earlier of the date that is 18 months after July 18, 2025, or the date that is 120 days after the date on which the primary Federal payment stablecoin regulators issue any final regulations implementing Pub. L. 119–27, see section 20 of Pub. L. 119–27, set out as an Effective Date note under section 5901 of Title 12, Banks and Banking.

### Effective Date of 2010 Amendment

Amendment by sections 985(d)(1) and 986(c)(1) of Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.

Amendment by section 769 of Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title.

### Effective Date of 1999 Amendment

Amendment by Pub. L. 106–102 effective 18 months after Nov. 12, 1999, see section 225 of Pub. L. 106–102, set out as a note under section 77c of this title.

### Effective Date of 1996 Amendment

Pub. L. 104–290, title II, § 209(e), Oct. 11, 1996, 110 Stat. 3436, provided that: “The amendments made by this section [amending this section and section 80a–3 of this title] shall take effect on the earlier of— 180 days after the date of enactment of this Act [Oct. 11, 1996]; or the date on which the rulemaking required under subsection (d)(2) [set out below] is completed.”

### Effective Date of 1978 Amendment

Amendment by Pub. L. 95–598 effective Oct. 1, 1979, see section 402(a) of Pub. L. 95–598, set out as an Effective Date note preceding section 101 of Title 11, Bankruptcy.

### Effective Date of 1970 Amendment

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

### Effective Date of 1954 Amendment

Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note set out under section 77b of this title.

### Regulations

Pub. L. 104–290, title II, § 209(d)(2), Oct. 11, 1996, 110 Stat. 3435, provided that: “Not later than 180 days after the date of enactment of this Act [Oct. 11, 1996], the Commission shall prescribe rules defining the term, or otherwise identifying, ‘investments’ for purposes of section 2(a)(51) of the Investment Company Act of 1940 [15 U.S.C. 80a–2(a)(51)], as added by this Act.”

### Executive Documents

### Transfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.