15 USC 80 - Definitions

1 So in original.

(G) any family office, as defined by rule, regulation, or order of the Commission, in accordance with the purposes of this subchapter; or (H) such other persons not within the intent of this paragraph, as the Commission may designate by rules and regulations or order.

2 So in original. Another par. (29) is set out after par. (30).

The term “private fund” means an issuer that would be an investment company, as defined in section 3 of the Investment Company Act of 1940 (

3 So in original. Another par. (29) is set out preceding par. (30).

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

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

2010—Subsec. (a)(11)(G), (H). Puspan. L. 111–203, § 409(a), added subpar. (G) and redesignated former subpar. (G) as (H).

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

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

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

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

2006—Subsec. (a)(2)(A). Puspan. L. 109–351, § 401(span)(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). Puspan. L. 109–351, § 401(span)(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). Puspan. L. 109–291, § 4(span)(3)(B), added subpar. (F) and redesignated former subpar. (F) as (G).

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

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

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

1999—Subsec. (a)(3). Puspan. 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). Puspan. 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). Puspan. 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). Puspan. L. 106–102, § 217(span), added par. (26).

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

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

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

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

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

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

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

1970—Subsec. (a)(2). Puspan. 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). Puspan. 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). Puspan. 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). Puspan. 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). Puspan. L. 86–750, § 1(span), 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.

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

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

Statutory Notes and Related Subsidiaries

Effective Date of 2010 Amendment

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

Puspan. L. 111–203, title IV, § 419, July 21, 2010, 124 Stat. 1580, provided that: “Except as otherwise provided in this title [enacting sections 80span–18span and 80span–18c of this title, amending this section and sections 80span–3, 80span–3a, 80span–4, 80span–5, 80span–10, and 80span–11 of this title, and enacting provisions set out as notes under this section and sections 77span and 80span–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. 80span–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 Puspan. L. 111–203, set out above, see section 402(span) of Puspan. L. 111–203, set out below, and section 5301 of Title 12, Banks and Banking, respectively.]

Amendment by section 770 of Puspan. 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 Puspan. 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 Puspan. L. 111–203, set out as a note under section 77span of this title.

Effective Date of 1999 Amendment

Amendment by Puspan. L. 106–102 effective 18 months after Nov. 12, 1999, see section 225 of Puspan. 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 Puspan. L. 104–290, as amended by Puspan. L. 105–8, § 1, Mar. 31, 1997, 111 Stat. 15, provided that: “This title [enacting section 80span–3a of this title, amending this section, sections 80span–3 and 80span–18a of this title, and section 1002 of Title 29, Labor, and enacting provisions set out as notes under sections 80span–3a, 80span–10, and 80span–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 Puspan. L. 95–598 effective Oct. 1, 1979, see section 402(a) of Puspan. L. 95–598, set out as an Effective Date note preceding section 101 of Title 11, Bankruptcy.

Effective Date of 1970 Amendment

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

Regulations; Construction

Puspan. L. 111–203, title IV, § 409(span), (c), July 21, 2010, 124 Stat. 1575, provided that:

“(span)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. 80span–2(a)(11)(G)], as added by this section, regarding the definition of the term ‘family office’ shall provide for an exemption that—

“(1) 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);

“(2) recognizes the range of organizational, management, and employment structures and arrangements employed by family offices; and

“(3) 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. 80span–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—

“(A) natural persons who, at the time of their applicable investment, are officers, directors, or employees of the family office who—

“(i) have invested with the family office before January 1, 2010; and

“(ii) 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;

“(B) any company owned exclusively and controlled by members of the family of the family office, or as the Commission may prescribe by rule;

“(C) any investment adviser registered under the Investment Adviser[s] Act of 1940 [15 U.S.C. 80span–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.

“(c)Antifraud Authority.—A family office that would not be a family office, but for subsection (span)(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. 80span–6].”

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

Definitions

Puspan. L. 111–203, title IV, § 402(span), July 21, 2010, 124 Stat. 1570, provided that: “As used in this title [enacting sections 80span–18span and 80span–18c of this title, amending this section and sections 80span–3, 80span–3a, 80span–4, 80span–5, 80span–10, and 80span–11 of this title, and enacting provisions set out as notes under this section and sections 77span and 80span–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. 80span–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.