17 C.F.R. § 400.3

Current through October 31, 2024

Section 400.3 - Definitions

Unless otherwise explicitly provided, in this subchapter and for the purposes of these regulations:

Act means the Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. chapter 2B, as amended);

Appropriate regulatory agency has the meaning set out in section 3(a)(34)(G) of the Act (15 U.S.C. 78c(a)(34)(G) ), and, with respect to a financial institution for which an appropriate regulatory agency is not explicitly designated, the appropriate regulatory agency is the SEC;

Associated person means a person other than a person whose functions are solely clerical or ministerial:

(1) Directly engaged in any of the following activities in either a supervisory or non-supervisory capacity:

(i) Underwriting, trading or sales of government securities;

(ii) Financial advisory or consultant services for issuers in connection with the issuance of government securities;

(iii) Research or investment advice, other than general economic information or advice, with respect to government securities in connection with the activities described in paragraphs (c)(1)(i) and (c)(1)(ii) of this section;

(iv) Activities other than those specifically mentioned which involve communication, directly or indirectly, with public investors in government securities in connection with the activities described in paragraphs (c)(1)(i) and (c)(1)(ii) of this section; or

(2) Directly engaged in the following activities in a supervisory capacity:

(i) Processing and clearance activities with respect to government securities;

(ii) Maintenance of records involving any of the activities described in paragraph (c)(1) of this section;

Provided, however,

(3) That in the case of a financial institution,

(i) Persons whose government securities functions:

(A) Consist solely of carrying out the financial institution's activities in a fiduciary capacity and

(B) are subject to examination by the appropriate regulatory agency for compliance with requirements applicable to activities by the financial institution in a fiduciary capacity, shall not be considered "associated persons";

(ii) Persons whose sole government securities activities are, without exercising any investment discretion and solely at the direction of customers, to receive and/or transmit customer orders to purchase or sell government securities, but who do not give investment advice or receive transaction-based compensation shall not be considered "associated persons"; and

(iii) Directors and senior officers of the financial institution who may from time to time set broad policy guidelines affecting the financial institution as a whole that are not directly related to the conduct of the financial institution's government securities business are not considered to be "directly engaged" in the activities described in this paragraph (c);

Board means the Board of Governors of the Federal Reserve System;

Branch or agency of a foreign bank means a Federal branch or Federal agency of a foreign bank or a State branch or State agency of a foreign bank as such terms are used in the International Banking Act of 1978, Pub. L. 95-369 , 92 Stat. 607;

CFTC means the Commodity Futures Trading Commission;

Commission or SEC means the Securities and Exchange Commission;

Designated examining authority and Examining Authority mean

(1) in the case of a registered government securities broker or dealer that belongs to only one self-regulatory organization, such self-regulatory organization, and

(2) in the case of a registered government securities broker or dealer that belongs to more than one self-regulatory organization, the self-regulatory organization designated by the Commission pursuant to section 17(d) of the Act (15 U.S.C. 78q(d) ) as the entity with responsibility for examining such registered government securities broker or dealer;

Fiduciary capacity includes trustee, executor, administrator, registrar, transfer agent, guardian, assignee, receiver, managing agent, and any other similar capacity involving the sole or shared exercise of discretion by a financial institution having fiduciary powers that is supervised by a Federal or state financial institution regulatory agency;

Financial institution has the meaning set out in section 3(a)(46) of the Act (15 U.S.C. 78c(a)(46) ), and such term explicitly does not include a subsidiary or affiliate of an institution described in such section unless such subsidiary or affiliate is itself described in such section;

Government securities broker has the meaning set out in section 3(a)(43) of the Act (15 U.S.C. 78c(a)(43) ), and explicitly includes not only registered government securities brokers, but also registered brokers and financial institutions;

Government securities dealer has the meaning set out in section 3(a)(44) of the Act (15 U.S.C. 78c(a)(44) ), and explicitly includes not only registered government securities dealers, but also registered dealers and financial institutions;

Government securities has the meaning set out in section 3(a)(42) of the Act (15 U.S.C. 78c(a)(42) ) ;

OTC derivatives dealer has the same meaning set out in 17 CFR 240.3b-12 .

Registered broker or dealer means a broker or dealer registered pursuant to section 15 or section 15B of the Act (15 U.S.C. 78o , 78o-4 ) ) but does not include a municipal securities dealer that is a bank or a separately identifiable department or division of a bank;

Registered government securities broker or dealer means a government securities broker or dealer registered pursuant to section 15C(a)(1)(A) of the Act (15 U.S.C. 78o-5(a)(1)(A) ) ;

Secretary means the Secretary of the Treasury; and

Treasury or Department means the Department of the Treasury, including in particular the Bureau of the Fiscal Service.

17 C.F.R. §400.3

52 FR 27926, July 24, 1987, as amended at 55 FR 6604, Feb. 26, 1990; 71 FR 54410 , Sept. 15, 2006; 79 FR 38455 , July 8, 2014