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

# §80b–2. Definitions

- (a) **In general—** When used in this subchapter, unless the context otherwise requires, the following definitions shall apply:
  - (1) “[Assignment](/usc/15/80a–2.md?p=a-4)” includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor’s outstanding [voting securities](/usc/15/80a–2.md?p=a-42) by a [security](/usc/15/80a–2.md?p=a-36) holder of the assignor; but if the [investment adviser](#a-11) is a partnership, no [assignment](/usc/15/80a–2.md?p=a-4) of an investment advisory contract shall be deemed to result from the death or withdrawal of a minority of the members of the [investment adviser](#a-11) having only a minority interest in the business of the [investment adviser](#a-11), or from the admission to the [investment adviser](#a-11) 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.
  - (2) “[Bank](/usc/15/80a–2.md?p=a-5)” means (A) a banking institution organized under the laws of the United States or a Federal savings association, as defined in [section 1462(5) of title 12](/usc/12/1462.md?p=5), (B) a member [bank](/usc/15/80a–2.md?p=a-5) of the Federal Reserve System, (C) any other banking institution, savings association, as defined in [section 1462(4) of title 12](/usc/12/1462.md?p=4), or trust [company](/usc/15/80a–2.md?p=a-8), whether incorporated or not, doing business under the laws of any [State](/usc/15/80a–2.md?p=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](/usc/15/80a–2.md?p=a-5) under the authority of the Comptroller of the Currency, and which is supervised and examined by [State](/usc/15/80a–2.md?p=a-39) or Federal authority having supervision over [banks](/usc/15/80a–2.md?p=a-5) or savings associations, 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.
  - (3) The term “[broker](/usc/15/80a–2.md?p=a-6)” has the same meaning as given in section 3 of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78c](/usc/15/78c.md)].
  - (4) “[Commission](/usc/15/80a–2.md?p=a-7)” means the [Securities](/usc/15/80a–2.md?p=a-36) and [Exchange](/usc/15/80a–2.md?p=a-14) [Commission](/usc/15/80a–2.md?p=a-7).
  - (5) “[Company](/usc/15/80a–2.md?p=a-8)” means a corporation, a partnership, an association, a joint-stock [company](/usc/15/80a–2.md?p=a-8), a trust, or any organized group of [persons](/usc/15/80a–2.md?p=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.
  - (6) “[Convicted](/usc/15/80a–2.md?p=a-10)” 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.
  - (7) The term “[dealer](/usc/15/80a–2.md?p=a-11)” has the same meaning as given in section 3 of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78c](/usc/15/78c.md)], but does not include an [insurance company](/usc/15/80a–2.md?p=a-17) or investment [company](/usc/15/80a–2.md?p=a-8).
  - (8) “[Director](/usc/15/80a–2.md?p=a-12)” means any [director](/usc/15/80a–2.md?p=a-12) of a corporation or any [person](/usc/15/80a–2.md?p=a-28) performing similar functions with respect to any organization, whether incorporated or unincorporated.
  - (9) “[Exchange](/usc/15/80a–2.md?p=a-14)” means any organization, association, or group of [persons](/usc/15/80a–2.md?p=a-28), whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of [securities](/usc/15/80a–2.md?p=a-36) or for otherwise performing with respect to [securities](/usc/15/80a–2.md?p=a-36) the functions commonly performed by a stock [exchange](/usc/15/80a–2.md?p=a-14) as that term is generally understood, and includes the market place and the market facilities maintained by such [exchange](/usc/15/80a–2.md?p=a-14).
  - (10) “[Interstate commerce](/usc/15/80a–2.md?p=a-18)” means trade, commerce, transportation, or communication among the several [States](/usc/15/80a–2.md?p=a-39), or between any foreign country and any [State](/usc/15/80a–2.md?p=a-39), or between any [State](/usc/15/80a–2.md?p=a-39) and any place or ship outside thereof.
  - (11) “Investment adviser” means any [person](/usc/15/80a–2.md?p=a-28) who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of [securities](/usc/15/80a–2.md?p=a-36) or as to the advisability of investing in, purchasing, or selling [securities](/usc/15/80a–2.md?p=a-36), or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning [securities](/usc/15/80a–2.md?p=a-36); but does not include (A) a [bank](/usc/15/80a–2.md?p=a-5), or any [bank](/usc/15/80a–2.md?p=a-5) holding [company](/usc/15/80a–2.md?p=a-8) as defined in the [Bank](/usc/15/80a–2.md?p=a-5) Holding Company Act of 1956 [[12 U.S.C. 1841](/usc/12/1841.md) et seq.] which is not an investment [company](/usc/15/80a–2.md?p=a-8), except that the term “investment adviser” includes any [bank](/usc/15/80a–2.md?p=a-5) or [bank](/usc/15/80a–2.md?p=a-5) holding [company](/usc/15/80a–2.md?p=a-8) to the extent that such [bank](/usc/15/80a–2.md?p=a-5) or [bank](/usc/15/80a–2.md?p=a-5) holding [company](/usc/15/80a–2.md?p=a-8) serves or acts as an investment adviser to a registered investment [company](/usc/15/80a–2.md?p=a-8), but if, in the case of a [bank](/usc/15/80a–2.md?p=a-5), such services or actions are performed through a [separately identifiable department or division](#a-26), the department or division, and not the [bank](/usc/15/80a–2.md?p=a-5) 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](/usc/15/80a–2.md?p=a-6) or [dealer](/usc/15/80a–2.md?p=a-11) whose performance of such services is solely incidental to the conduct of his business as a [broker](/usc/15/80a–2.md?p=a-6) or [dealer](/usc/15/80a–2.md?p=a-11) and who receives no special compensation therefor; (D) the publisher of any bona fide newspaper, news magazine or business or financial publication of general and regular circulation; (E) any [person](/usc/15/80a–2.md?p=a-28) whose advice, analyses or reports relate to no [securities](/usc/15/80a–2.md?p=a-36) other than [securities](/usc/15/80a–2.md?p=a-36) which are direct obligations of or obligations guaranteed as to principal or interest by the United States, or [securities](/usc/15/80a–2.md?p=a-36) issued or guaranteed by corporations in which the United States has a direct or indirect interest which shall have been designated by the Secretary of the Treasury, pursuant to section 3(a)(12) of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78c(a)(12)](/usc/15/78c.md?p=a-12)], as exempted [securities](/usc/15/80a–2.md?p=a-36) for the purposes of that Act [[15 U.S.C. 78a](/usc/15/78a.md) et seq.]; (F) any nationally recognized statistical rating organization, as that term is defined in section 3(a)(62) of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78c(a)(62)](/usc/15/78c.md?p=a-62)], unless such organization engages in issuing recommendations as to purchasing, selling, or holding [securities](/usc/15/80a–2.md?p=a-36) or in managing assets, consisting in whole or in part of [securities](/usc/15/80a–2.md?p=a-36), on behalf of others;;[^1] (G) any family office, as defined by rule, regulation, or order of the [Commission](/usc/15/80a–2.md?p=a-7), in accordance with the purposes of this subchapter; or (H) such other [persons](/usc/15/80a–2.md?p=a-28) not within the intent of this paragraph, as the [Commission](/usc/15/80a–2.md?p=a-7) may designate by rules and regulations or order.
  - (12) “Investment [company](/usc/15/80a–2.md?p=a-8)”, affiliated [person](/usc/15/80a–2.md?p=a-28), and “[insurance company](/usc/15/80a–2.md?p=a-17)” have the same meanings as in the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.]. “[Control](/usc/15/80a–2.md?p=a-9)” means the power to exercise a controlling influence over the management or policies of a [company](/usc/15/80a–2.md?p=a-8), unless such power is solely the result of an official position with such [company](/usc/15/80a–2.md?p=a-8).
  - (13) “Investment supervisory services” means the giving of continuous advice as to the investment of funds on the basis of the individual needs of each client.
  - (14) “[Means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25)” includes any facility of a [national securities exchange](/usc/15/80a–2.md?p=a-26).
  - (15) “[National securities exchange](/usc/15/80a–2.md?p=a-26)” means an [exchange](/usc/15/80a–2.md?p=a-14) registered under section 6 of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78f](/usc/15/78f.md)].
  - (16) “[Person](/usc/15/80a–2.md?p=a-28)” means a natural [person](/usc/15/80a–2.md?p=a-28) or a [company](/usc/15/80a–2.md?p=a-8).
  - (17) The term “person associated with an investment adviser” means any partner, officer, or [director](/usc/15/80a–2.md?p=a-12) of such [investment adviser](#a-11) (or any [person](/usc/15/80a–2.md?p=a-28) performing similar functions), or any [person](/usc/15/80a–2.md?p=a-28) directly or indirectly controlling or controlled by such [investment adviser](#a-11), including any employee of such [investment adviser](#a-11), except that for the purposes of [section 80b–3 of this title](/usc/15/80b–3.md) (other than subsection (f) thereof), [persons](/usc/15/80a–2.md?p=a-28) associated with an [investment adviser](#a-11) whose functions are clerical or ministerial shall not be included in the meaning of such term. The [Commission](/usc/15/80a–2.md?p=a-7) may by rules and regulations classify, for the purposes of any portion of portions of this subchapter, [persons](/usc/15/80a–2.md?p=a-28), including employees controlled by an [investment adviser](#a-11).
  - (18) “[Security](/usc/15/80a–2.md?p=a-36)” means any note, stock, treasury stock, [security future](/usc/15/80a–2.md?p=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](/usc/15/80a–2.md?p=a-36), fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any [security](/usc/15/80a–2.md?p=a-36) (including a certificate of deposit) or on any group or index of [securities](/usc/15/80a–2.md?p=a-36) (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](/usc/15/80a–2.md?p=a-26) relating to foreign currency, or, in general, any interest or instrument commonly known as a “[security](/usc/15/80a–2.md?p=a-36)”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
  - (19) “[State](/usc/15/80a–2.md?p=a-39)” means any [State](/usc/15/80a–2.md?p=a-39) of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States.
  - (20) “Underwriter” means any [person](/usc/15/80a–2.md?p=a-28) who has purchased from an [issuer](/usc/15/80a–2.md?p=a-22) with a view to, or sells for an [issuer](/usc/15/80a–2.md?p=a-22) in connection with, the distribution of any [security](/usc/15/80a–2.md?p=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](/usc/15/80a–2.md?p=a-28) whose interest is limited to a [commission](/usc/15/80a–2.md?p=a-7) from an underwriter or [dealer](/usc/15/80a–2.md?p=a-11) not in excess of the usual and customary distributor’s or seller’s [commission](/usc/15/80a–2.md?p=a-7). As used in this paragraph the term “[issuer](/usc/15/80a–2.md?p=a-22)” shall include in addition to an [issuer](/usc/15/80a–2.md?p=a-22), any [person](/usc/15/80a–2.md?p=a-28) directly or indirectly controlling or controlled by the [issuer](/usc/15/80a–2.md?p=a-22), or any [person](/usc/15/80a–2.md?p=a-28) under direct or indirect common [control](/usc/15/80a–2.md?p=a-9) with the [issuer](/usc/15/80a–2.md?p=a-22).
  - (21) “Securities Act of 1933” [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], “[Securities](/usc/15/80a–2.md?p=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.
  - (22) “[Business development company](/usc/15/80a–2.md?p=a-48)” means any [company](/usc/15/80a–2.md?p=a-8) which is a [business development company](/usc/15/80a–2.md?p=a-48) as defined in [section 80a–2(a)(48) of this title](/usc/15/80a–2.md?p=a-48) and which complies with [section 80a–54 of this title](/usc/15/80a–54.md), except that—
    - (A) the 70 per centum of the value of the total assets condition referred to in sections [80a–2(a)(48)](/usc/15/80a–2.md?p=a-48) and [80a–54](/usc/15/80a–54.md) of this title shall be 60 per centum for purposes of determining compliance therewith;
    - (B) such [company](/usc/15/80a–2.md?p=a-8) need not be a closed-end [company](/usc/15/80a–2.md?p=a-8) and need not elect 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; and
    - (C) the [securities](/usc/15/80a–2.md?p=a-36) which may be purchased pursuant to [section 80a–54(a) of this title](/usc/15/80a–54.md?p=a) may be purchased from any [person](/usc/15/80a–2.md?p=a-28).

    For purposes of this paragraph, all terms in sections [80a–2(a)(48)](/usc/15/80a–2.md?p=a-48) and [80a–54](/usc/15/80a–54.md) of this title shall have the same meaning set forth in subchapter I as if such [company](/usc/15/80a–2.md?p=a-8) were a registered closed-end investment [company](/usc/15/80a–2.md?p=a-8), except that the value of the assets of a [business development company](/usc/15/80a–2.md?p=a-48) which is not subject to the provisions of sections [80a–54](/usc/15/80a–54.md) through [80a–64](/usc/15/80a–64.md) of this title shall be determined as of the date of the most recent financial statements which it furnished to all holders of its [securities](/usc/15/80a–2.md?p=a-36), and shall be determined no less frequently than annually.

  - (23) “[Foreign securities authority](/usc/15/80a–2.md?p=a-49)” 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](/usc/15/80a–2.md?p=a-36) matters.
  - (24) “[Foreign financial regulatory authority](/usc/15/80a–2.md?p=a-50)” means any (A) [foreign securities authority](/usc/15/80a–2.md?p=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.
  - (25) “Supervised person” means any partner, officer, [director](/usc/15/80a–2.md?p=a-12) (or other [person](/usc/15/80a–2.md?p=a-28) occupying a similar status or performing similar functions), or employee of an [investment adviser](#a-11), or other [person](/usc/15/80a–2.md?p=a-28) who provides investment advice on behalf of the [investment adviser](#a-11) and is subject to the supervision and [control](/usc/15/80a–2.md?p=a-9) of the [investment adviser](#a-11).
  - (26) The term “separately identifiable department or division” of a [bank](/usc/15/80a–2.md?p=a-5) means a unit—
    - (A) that is under the direct supervision of an officer or officers designated by the board of [directors](/usc/15/80a–2.md?p=a-12) of the [bank](/usc/15/80a–2.md?p=a-5) as responsible for the day-to-day conduct of the [bank](/usc/15/80a–2.md?p=a-5)’s [investment adviser](#a-11) activities for one or more investment [companies](/usc/15/80a–2.md?p=a-8), including the supervision of all [bank](/usc/15/80a–2.md?p=a-5) employees engaged in the performance of such activities; and
    - (B) for which all of the records relating to its [investment adviser](#a-11) activities are separately maintained in or extractable from such unit’s own facilities or the facilities of the [bank](/usc/15/80a–2.md?p=a-5), and such records are so maintained or otherwise accessible as to permit independent examination and enforcement by the [Commission](/usc/15/80a–2.md?p=a-7) of this subchapter or the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.] and rules and regulations promulgated under this subchapter or the Investment Company Act of 1940.
  - (27) The terms “[security future](/usc/15/80a–2.md?p=a-52)” and “[narrow-based security index](/usc/15/80a–2.md?p=a-52)” have the same meanings as provided in section 3(a)(55) of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78c(a)(55)](/usc/15/78c.md?p=a-55)].
  - (28) The term “[credit rating agency](/usc/15/80a–2.md?p=a-53)” has the same meaning as in section 3 of the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78c](/usc/15/78c.md)].
  - (29) [^2] The term “private fund” means an [issuer](/usc/15/80a–2.md?p=a-22) that would be an investment [company](/usc/15/80a–2.md?p=a-8), as defined in section 3 of the Investment Company Act of 1940 ([15 U.S.C. 80a–3](/usc/15/80a–3.md)), but for section [3(c)(1)](/usc/15/3.md) or [3(c)(7)](/usc/15/3.md) of that Act.
  - (30) The term “foreign private adviser” means any [investment adviser](#a-11) 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](#a-29) advised by the [investment adviser](#a-11);
    - (C) has aggregate assets under management attributable to clients in the United States and investors in the United States in [private funds](#a-29) advised by the [investment adviser](#a-11) of less than $25,000,000, or such higher amount as the [Commission](/usc/15/80a–2.md?p=a-7) 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](#a-11); nor
      - (ii) acts as—
        - (I) an [investment adviser](#a-11) to any investment [company](/usc/15/80a–2.md?p=a-8) registered under the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.]; or
        - (II) a [company](/usc/15/80a–2.md?p=a-8) that has elected to be a [business development company](/usc/15/80a–2.md?p=a-48) pursuant to section 54 of the Investment Company Act of 1940 ([15 U.S.C. 80a–53](/usc/15/80a–53.md)), and has not withdrawn its election.
  - (29) [^3] The terms “[commodity pool](/usc/15/80a–2.md?p=a-54)”, “[commodity pool operator](/usc/15/80a–2.md?p=a-54)”, “[commodity trading advisor](/usc/15/80a–2.md?p=a-54)”, “[major swap participant](/usc/15/80a–2.md?p=a-54)”, “[swap](/usc/15/80a–2.md?p=a-54)”, “[swap dealer](/usc/15/80a–2.md?p=a-54)”, and “[swap execution facility](/usc/15/80a–2.md?p=a-54)” have the same meanings as in [section 1a of title 7](/usc/7/1a.md).
- (b) **Applicability to Federal or State government, agency, or instrumentality, or to officers, agents, or employees thereof—** No provision in this subchapter shall apply to, or be deemed to include, the United States, a [State](/usc/15/80a–2.md?p=a-39), or any political subdivision of a [State](/usc/15/80a–2.md?p=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](/usc/15/80a–2.md?p=a-7) is engaged in rulemaking and is required to consider or determine whether an action is necessary or appropriate in the public interest, the [Commission](/usc/15/80a–2.md?p=a-7) shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.

## Footnotes

[^1]: So in original.
[^2]: So in original. Another par. (29) is set out after par. (30).
[^3]: So in original. Another par. (29) is set out preceding par. (30).

## Source credit

(Aug. 22, 1940, ch. 686, title II, § 202, 54 Stat. 847; Pub. L. 86–70, § 12(c), June 25, 1959, 73 Stat. 143; Pub. L. 86–624, § 7(d), July 12, 1960, 74 Stat. 412; Pub. L. 86–750, § 1, Sept. 13, 1960, 74 Stat. 885; Pub. L. 89–485, § 13(j), July 1, 1966, 80 Stat. 243; Pub. L. 91–547, § 23, Dec. 14, 1970, 84 Stat. 1430; Pub. L. 95–598, title III, § 311, Nov. 6, 1978, 92 Stat. 2676; Pub. L. 96–477, title II, § 201, Oct. 21, 1980, 94 Stat. 2289; Pub. L. 97–303, § 6, Oct. 13, 1982, 96 Stat. 1410; Pub. L. 100–181, title VII, § 701, Dec. 4, 1987, 101 Stat. 1263; Pub. L. 101–550, title II, § 206(b), Nov. 15, 1990, 104 Stat. 2720; Pub. L. 104–290, title III, § 303(c), Oct. 11, 1996, 110 Stat. 3438; Pub. L. 106–102, title II, §§ 217–219, 224, Nov. 12, 1999, 113 Stat. 1399, 1400, 1402; Pub. L. 106–554, § 1(a)(5) [title II, § 209(a)(2), (4)], Dec. 21, 2000, 114 Stat. 2763, 2763A–435, 2763A–436; Pub. L. 109–291, § 4(b)(3)(A), (B), Sept. 29, 2006, 120 Stat. 1337; Pub. L. 109–351, title IV, § 401(b)(1), Oct. 13, 2006, 120 Stat. 1973; Pub. L. 111–203, title IV, §§ 402(a), 409(a), title VII, § 770, title IX, § 986(d), July 21, 2010, 124 Stat. 1570, 1575, 1801, 1936; Pub. L. 119–27, § 17(a), July 18, 2025, 139 Stat. 462.)

## Notes

### Amendment of Subsection (a)(18)

Pub. L. 119–27, §§ 17(a), 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)(18) 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 Bank Holding Company Act of 1956, referred to in subsec. (a)(11)(A), is act May 9, 1956, ch. 240, 70 Stat. 133, which is classified principally to chapter 17 (§ 1841 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see Short Title note set out under section 1841 of Title 12 and Tables.

The Investment Company Act of 1940, referred to in subsec. (a)(12), (26)(B), (30)(D)(ii)(I), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of this chapter. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.

The Securities Act of 1933, referred to in subsec. (a)(21), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.

The Securities Exchange Act of 1934, referred to in subsec. (a)(21), 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 Trust Indenture Act of 1939, referred to in subsec. (a)(21), 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.

This subchapter, referred to in subsec. (a)(26)(B), was in the original “this Act” and was translated as reading “this title”, meaning title II of act Aug. 22, 1940, ch. 686, known as the Investment Advisers Act of 1940, to reflect the probable intent of Congress.

### Amendments

2025—Subsec. (a)(18). 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)(11)(G), (H). Pub. L. 111–203, § 409(a), added subpar. (G) and redesignated former subpar. (G) as (H).

Subsec. (a)(21). Pub. L. 111–203, § 986(d), struck out “ ‘Public Utility Holding Company Act of 1935’,” after “ ‘Securities Exchange Act of 1934’,”.

Subsec. (a)(29). Pub. L. 111–203, § 770, added par. (29) relating to certain terms having the same meanings as in section 1a of title 7.

Pub. L. 111–203, § 402(a), added par. (29) defining the term “private fund”.

Subsec. (a)(30). Pub. L. 111–203, § 402(a), added par. (30).

2006—Subsec. (a)(2)(A). Pub. L. 109–351, § 401(b)(1)(A), inserted “or a Federal savings association, as defined in section 1462(5) of title 12” after “a banking institution organized under the laws of the United States”.

Subsec. (a)(2)(C). Pub. L. 109–351, § 401(b)(1)(B), inserted “, savings association, as defined in section 1462(4) of title 12,” after “other banking institution” and “or savings associations” after “having supervision over banks”.

Subsec. (a)(11)(F), (G). Pub. L. 109–291, § 4(b)(3)(B), added subpar. (F) and redesignated former subpar. (F) as (G).

Subsec. (a)(28). Pub. L. 109–291, § 4(b)(3)(A), added par. (28).

2000—Subsec. (a)(18). Pub. L. 106–554, § 1(a)(5) [title II, § 209(a)(2)], inserted “security future,” after “treasury stock,”.

Subsec. (a)(27). Pub. L. 106–554, § 1(a)(5) [title II, § 209(a)(4)], added par. (27).

1999—Subsec. (a)(3). Pub. L. 106–102, § 218, amended par. (3) generally. Prior to amendment, par. (3) 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.”

Subsec. (a)(7). Pub. L. 106–102, § 219, amended par. (7) generally. Prior to amendment, par. (7) 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)(11)(A). Pub. L. 106–102, § 217(a), substituted “investment company, except that 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” for “investment company”.

Subsec. (a)(26). Pub. L. 106–102, § 217(b), added par. (26).

Subsec. (c). Pub. L. 106–102, § 224, added subsec. (c).

1996—Subsec. (a). Pub. L. 104–290, § 303(c)(1), substituted “requires, the following definitions shall apply:” for “requires—” in introductory provisions.

Subsec. (a)(25). Pub. L. 104–290, § 303(c)(2), added par. (25).

1990—Subsec. (a)(23), (24). Pub. L. 101–550 added pars. (23) and (24).

1987—Subsec. (a)(19). Pub. L. 100–181 struck out reference to Canal Zone.

1982—Subsec. (a)(18). 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)(22). Pub. L. 96–477 added par. (22).

1978—Subsec. (a)(5). Pub. L. 95–598 substituted “a case under title 11” for “bankruptcy”.

1970—Subsec. (a)(2). Pub. L. 91–547, § 23(1), substituted “under the authority of the Comptroller of the Currency” for “under section 248(k) of Title 12”.

Subsec. (a)(17) to (21). Pub. L. 91–547, § 23(2), added par. (17) and redesignated former pars. (17) to (20) as (18) to (21), respectively.

1966—Subsec. (a)(11)(A). Pub. L. 89–485 substituted “bank holding company as defined in the Bank Holding Company Act of 1956” for “holding company affiliate, as defined in the Banking Act of 1933”.

1960—Subsec. (a)(12). Pub. L. 86–750, § 1(a), substituted definition of “control” as “the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company” for its prior definition which was the same as in the Investment Company Act of 1940.

Subsec. (a)(18). Pub. L. 86–750, § 1(b), struck out reference to Philippine Islands, which change was previously executed in the codification of this section pursuant to Proc. No. 2695 that granted independence to the Philippine Islands.

Pub. L. 86–624 struck out reference to Hawaii.

1959—Subsec. (a)(18). Pub. L. 86–70 struck out reference to Alaska.

### 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 section 986(d) 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.

Pub. L. 111–203, title IV, § 419, July 21, 2010, 124 Stat. 1580, provided that: “Except as otherwise provided in this title [enacting sections 80b–18b and 80b–18c of this title, amending this section and sections 80b–3, 80b–3a, 80b–4, 80b–5, 80b–10, and 80b–11 of this title, and enacting provisions set out as notes under this section and sections 77b and 80b–20 of this title], this title and the amendments made by this title shall become effective 1 year after the date of enactment of this Act [July 21, 2010], except that any investment adviser may, at the discretion of the investment adviser, register with the Commission under the Investment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.] during that 1-year period, subject to the rules of the Commission.”

[For definitions of “investment adviser” and “Commission” as used in section 419 of Pub. L. 111–203, set out above, see section 402(b) of Pub. L. 111–203, set out below, and section 5301 of Title 12, Banks and Banking, respectively.]

Amendment by section 770 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

Section 308(a) of title III of Pub. L. 104–290, as amended by Pub. L. 105–8, § 1, Mar. 31, 1997, 111 Stat. 15, provided that: “This title [enacting section 80b–3a of this title, amending this section, sections 80b–3 and 80b–18a of this title, and section 1002 of Title 29, Labor, and enacting provisions set out as notes under sections 80b–3a, 80b–10, and 80b–20 of this title and section 1002 of Title 29] and the amendments made by this title shall take effect 270 days after the date of enactment of this Act [Oct. 11, 1996].”

### 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.

### Regulations; Construction

Pub. L. 111–203, title IV, § 409(b), (c), July 21, 2010, 124 Stat. 1575, provided that: Rulemaking.—The rules, regulations, or orders issued by the Commission pursuant to section 202(a)(11)(G) of the Investment Advisers Act of 1940 [15 U.S.C. 80b–2(a)(11)(G)], as added by this section, regarding the definition of the term ‘family office’ shall provide for an exemption that— is consistent with the previous exemptive policy of the Commission, as reflected in exemptive orders for family offices in effect on the date of enactment of this Act [July 21, 2010], and the grandfathering provisions in paragraph (3); recognizes the range of organizational, management, and employment structures and arrangements employed by family offices; and does not exclude any person who was not registered or required to be registered under the Investment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.] on January 1, 2010 from the definition of the term ‘family office’, solely because such person provides investment advice to, and was engaged before January 1, 2010 in providing investment advice to— natural persons who, at the time of their applicable investment, are officers, directors, or employees of the family office who— have invested with the family office before January 1, 2010; and are accredited investors, as defined in Regulation D of the Commission (or any successor thereto) under the Securities Act of 1933 [15 U.S.C. 77a et seq.], or, as the Commission may prescribe by rule, the successors-in-interest thereto; any company owned exclusively and controlled by members of the family of the family office, or as the Commission may prescribe by rule; any investment adviser registered under the Investment Adviser[s] Act of 1940 [15 U.S.C. 80b–1 et seq.] that provides investment advice to the family office and who identifies investment opportunities to the family office, and invests in such transactions on substantially the same terms as the family office invests, but does not invest in other funds advised by the family office, and whose assets as to which the family office directly or indirectly provides investment advice represent, in the aggregate, not more than 5 percent of the value of the total assets as to which the family office provides investment advice. Antifraud Authority.—A family office that would not be a family office, but for subsection (b)(3), shall be deemed to be an investment adviser for the purposes of paragraphs (1), (2) and (4) of section 206 of the Investment Advisers Act of 1940 [15 U.S.C. 80b–6].”

[For definitions of “Commission” and “investment adviser” as used in section 409(b), (c) of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking, and section 402(b) of Pub. L. 111–203, set out below, respectively.]

### Definitions

Pub. L. 111–203, title IV, § 402(b), July 21, 2010, 124 Stat. 1570, provided that: “As used in this title [enacting sections 80b–18b and 80b–18c of this title, amending this section and sections 80b–3, 80b–3a, 80b–4, 80b–5, 80b–10, and 80b–11 of this title, and enacting provisions set out as notes under this section and sections 77b and 80b–20 of this title], the terms ‘investment adviser’ and ‘private fund’ have the same meanings as in section 202 of the Investment Advisers Act of 1940 [15 U.S.C. 80b–2], as amended by this title.”

### 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.