15 U.S.C. § 80b-1 — Findings

Page 588 TITLE 15—COMMERCE AND TRADE § 80a–64 1 See References in Text note below. development company to inform the purchaser of such securities, at or before the time of sale, of the existence of the risk statement prepared by such business development company pursu- ant to this subsection, and make such risk statement available on request. The Commis- sion, in making such rules and regulations, shall consider, among other matters, whether any such rule or regulation would impose any unrea- sonable burdens on such brokers or dealers or unreasonably impair the maintenance of fair and orderly markets. (Aug. 22, 1940, ch. 686, title I, § 64, as added Pub. L. 96–477, title I § 105, Oct. 21, 1980, 94 Stat. 2289; amended Pub. L. 104–290, title V, § 507, Oct. 11, 1996, 110 Stat. 3446.) Editorial Notes AMENDMENTS 1996—Subsec. (b)(1). Pub. L. 104–290 inserted ‘‘and cap- ital structure’’ after ‘‘portfolio’’. § 80a–64. Preventing compliance with sub- chapter; liability of controlling persons Notwithstanding the exemption set forth in section 80a–6(f) of this title, section 80a–47 of this title shall apply to a business development company to the same extent as if it were a reg- istered closed-end investment company, except that the provisions of section 80a–47(a) of this title shall not be construed to require any com- pany which is not an investment company with- in the meaning of section 80a–3(a) of this title to comply with the provisions of this subchapter which are applicable to a business development company solely because such company is a whol- ly-owned subsidiary of, or directly or indirectly controlled by, a business development company. (Aug. 22, 1940, ch. 686, title I, § 65, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2289.) SUBCHAPTER II—INVESTMENT ADVISERS § 80b–1. Findings Upon the basis of facts disclosed by the record and report of the Securities and Exchange Com- mission made pursuant to section 79z–4 1 of this title, and facts otherwise disclosed and ascertained, it is found that investment advisers are of national concern, in that, among other things— (1) their advice, counsel, publications, writings, analyses, and reports are furnished and distributed, and their contracts, subscrip- tion agreements, and other arrangements with clients are negotiated and performed, by the use of the mails and means and instrumental- ities of interstate commerce; (2) their advice, counsel, publications, writings, analyses, and reports customarily re- late to the purchase and sale of securities traded on national securities exchanges and in interstate over-the-counter markets, securi- ties issued by companies engaged in business in interstate commerce, and securities issued by national banks and member banks of the Federal Reserve System; and (3) the foregoing transactions occur in such volume as substantially to affect interstate commerce, national securities exchanges, and other securities markets, the national bank- ing system and the national economy. (Aug. 22, 1940, ch. 686, title II, § 201, 54 Stat. 847.) Editorial Notes REFERENCES IN TEXT Section 79z–4 of this title, referred to in text, was re- pealed by Pub. L. 109–58, title XII, § 1263, Aug. 8, 2005, 119 Stat. 974. 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. § 80b–2. Definitions (a) In general When used in this subchapter, unless the con- text otherwise requires, the following defini- tions shall apply: (1) ‘‘Assignment’’ includes any direct or in- direct transfer or hypothecation of an invest- ment advisory contract by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor; but if the investment adviser is a partnership, no assignment 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 having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of one or more mem- bers who, after such admission, shall be only a minority of the members and shall have only a minority interest in the business. (2) ‘‘Bank’’ means (A) a banking institution organized under the laws of the United States or a Federal savings association, as defined in section 1462(5) of title 12, (B) a member bank of the Federal Reserve System, (C) any other banking institution, savings association, as defined in section 1462(4) of title 12, or trust company, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the business of which consists of receiving depos- its 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 or Federal authority having supervision over banks or savings associations, and which is not operated for the purpose of evading the provisions of this subchapter, and (D) a re- ceiver, conservator, or other liquidating agent of any institution or firm included in clauses (A), (B), or (C) of this paragraph. (3) The term ‘‘broker’’ has the same meaning as given in section 3 of the Securities Ex- change Act of 1934 [15 U.S.C. 78c]. (4) ‘‘Commission’’ means the Securities and Exchange Commission.