(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 or board
  of trustees, of an investment company, and which is composed
  solely of persons who do not serve such company in any other
  capacity, whether or not the functions of such board are such as
  to render its members "directors" within the definition of that
  term, which board has advisory functions as to investments but
  has no power to determine that any security or other investment
  shall be purchased or sold by such company.
    (2) "Affiliated company" means a company which is an affiliated
  person.
    (3) "Affiliated person" of another person means (A) any person
  directly or indirectly owning, controlling, or holding with power
  to vote, 5 per centum or more of the outstanding voting
  securities of such other person; (B) any person 5 per centum or
  more of whose outstanding voting securities are directly or
  indirectly owned, controlled, or held with power to vote, by such
  other person; (C) any person directly or indirectly controlling,
  controlled by, or under common control with, such other person;
  (D) any officer, director, partner, copartner, or employee of
  such other person; (E) if such other person is an investment
  company, any investment adviser thereof or any member of an
  advisory board thereof; and (F) if such other person is an
  unincorporated investment company not having a board of
  directors, 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 by a security 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) or a branch or agency of a foreign bank
  (as such terms are defined in section 3101 of title 12), (B) a
  member bank of the Federal Reserve System, (C) any other banking
  institution 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 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 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 Exchange Act of 1934 [15 U.S.C. 78c], except
  that such term does not include any person solely by reason of
  the fact that such person is an underwriter for one or more
  investment companies.
    (7) "Commission" means the Securities and Exchange Commission.
    (8) "Company" means a corporation, a partnership, an
  association, a joint-stock company, a trust, a fund, or any
  organized group of persons whether incorporated or not; or any
  receiver, trustee in a case under title 11 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, unless
  such power is solely the result of an official position with such
  company.
    Any person who owns beneficially, either directly or through
  one or more controlled companies, more than 25 per centum of the
  voting securities of a company shall be presumed to control such
  company. Any person who does not so own more than 25 per centum
  of the voting securities of any company shall be presumed not to
  control such company. A natural person shall be presumed not to
  be a controlled person 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 by order either on its own motion
  or on application by an interested person. If an application
  filed hereunder is not granted or denied by the Commission within
  sixty days after filing thereof, the determination sought by the
  application shall be deemed to have been temporarily granted
  pending final determination of the Commission thereon. The
  Commission, 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 Exchange Act of 1934 [15 U.S.C. 78a et seq.], but does
  not include an insurance company or investment company.
    (12) "Director" means any director of a corporation or any
  person performing similar functions with respect to any
  organization, whether incorporated or unincorporated, including
  any natural person who is a member of a board of trustees of a
  management company created as a common-law trust.
    (13) "Employees' securities company" means any investment
  company or similar issuer all of the outstanding securities of
  which (other than short-term paper) are beneficially owned (A) by
  the employees or persons on retainer of a single employer or of
  two or more employers each of which is an affiliated company of
  the other, (B) by former employees of such employer or employers,
  (C) by members of the immediate family of such employees, persons
  on retainer, or former employees, (D) by any two or more of the
  foregoing classes of persons, or (E) by such employer or
  employers together with any one or more of the foregoing classes
  of persons.
    (14) "Exchange" means any organization, association, or group
  of persons, whether incorporated or unincorporated, which
  constitutes, maintains, or provides a market place or facilities
  for bringing together purchasers and sellers of securities or for
  otherwise performing with respect to securities 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 which represents an
  obligation on the part of its issuer 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 shall be known as a face-
  amount certificate of the "installment type"); or any security
  which represents a similar obligation on the part of a face-
  amount certificate company, the consideration for which is the
  payment of a single lump sum (which security shall be known as a
  "fully paid" face-amount certificate).
    (16) "Government security" means any security issued or
  guaranteed as to principal or interest by the United States, or
  by a person 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 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; or any receiver or similar official or any
  liquidating agent for such a company, in his capacity as such.
    (18) "Interstate commerce" means trade, commerce,
  transportation, or communication among the several States, or
  between any foreign country and any State, or between any State
  and any place or ship outside thereof.
    (19) "Interested person" of another person means - 
      (A) when used with respect to an investment company - 
        (i) any affiliated person of such company,
        (ii) any member of the immediate family of any natural
      person who is an affiliated person of such company,
        (iii) any interested person of any investment adviser of or
      principal underwriter for such company,
        (iv) any person or partner or employee of any person who at
      any time since the beginning of the last two completed fiscal
      years of such company has acted as legal counsel for such
      company,
        (v) any person or any affiliated person of a person (other
      than a registered investment company) that, at any time
      during the 6-month period preceding the date of the
      determination of whether that person or affiliated person is
      an interested person, has executed any portfolio transactions
      for, engaged in any principal transactions with, or
      distributed shares for - 
          (I) the investment company;
          (II) any other investment company having the same
        investment adviser as such investment company or holding
        itself out to investors as a related company for purposes
        of investment or investor services; or
          (III) any account over which the investment company's
        investment adviser has brokerage placement discretion,

        (vi) any person or any affiliated person of a person (other
      than a registered investment company) that, at any time
      during the 6-month period preceding the date of the
      determination of whether that person or affiliated person is
      an interested person, has loaned money or other property to -
      
          (I) the investment company;
          (II) any other investment company having the same
        investment adviser as such investment company or holding
        itself out to investors as a related company for purposes
        of investment or investor services; or
          (III) any account for which the investment company's
        investment adviser has borrowing authority,(!1)


        (vii) any natural person whom the Commission by order shall
      have determined to be an interested person by reason of
      having had, at any time since the beginning of the last two
      completed fiscal years of such company, a material business
      or professional relationship with such company or with the
      principal executive officer of such company or with any other
      investment company having the same investment adviser or
      principal underwriter or with the principal executive officer
      of such other investment company:

    Provided, That no person shall be deemed to be an interested
    person of an investment company solely by reason of (aa) his
    being a member of its board of directors or advisory board or
    an owner of its securities, or (bb) his membership in the
    immediate family of any person specified in clause (aa) of this
    proviso; and
      (B) when used with respect to an investment adviser of or
    principal underwriter for any investment company - 
        (i) any affiliated person of such investment adviser or
      principal underwriter,
        (ii) any member of the immediate family of any natural
      person who is an affiliated person of such investment adviser
      or principal underwriter,
        (iii) any person 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
      issued either by such investment adviser of principal
      underwriter or by a controlling person or such investment
      adviser or principal underwriter,
        (iv) any person or partner or employee of any person who at
      any time since the beginning of the last two completed fiscal
      years of such investment company has acted as legal counsel
      for such investment adviser or principal underwriter,
        (v) any person or any affiliated person of a person (other
      than a registered investment company) that, at any time
      during the 6-month period preceding the date of the
      determination of whether that person or affiliated person is
      an interested person, has executed any portfolio transactions
      for, engaged in any principal transactions with, or
      distributed shares for - 
          (I) any investment company for which the investment
        adviser or principal underwriter serves as such;
          (II) any investment company holding itself out to
        investors, for purposes of investment or investor services,
        as a company related to any investment company for which
        the investment adviser or principal underwriter serves as
        such; or
          (III) any account over which the investment adviser has
        brokerage placement discretion,

        (vi) any person or any affiliated person of a person (other
      than a registered investment company) that, at any time
      during the 6-month period preceding the date of the
      determination of whether that person or affiliated person is
      an interested person, has loaned money or other property to -
      
          (I) any investment company for which the investment
        adviser or principal underwriter serves as such;
          (II) any investment company holding itself out to
        investors, for purposes of investment or investor services,
        as a company related to any investment company for which
        the investment adviser or principal underwriter serves as
        such; or
          (III) any account for which the investment adviser has
        borrowing authority,(!1)

        (vii) any natural person whom the Commission by order shall
      have determined to be an interested person by reason of
      having had at any time since the beginning of the last two
      completed fiscal years of such investment company a material
      business or professional relationship with such investment
      adviser or principal underwriter or with the principal
      executive officer or any controlling person of such
      investment adviser or principal underwriter.

  For the purposes of this paragraph (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 may modify or revoke any order
  issued under clause (vi) 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
  (vi) 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 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" of an investment company means (A)
  any person (other than a bona fide officer, director, trustee,
  member of an advisory board, or employee of such company, as
  such) who pursuant to contract with such company regularly
  furnishes advice to such company with respect to the desirability
  of investing in, purchasing or selling securities or other
  property, or is empowered to determine what securities or other
  property shall be purchased or sold by such company, and (B) any
  other person who pursuant to contract with a person described in
  clause (A) of this paragraph regularly performs substantially all
  of the duties undertaken by such person described in said clause
  (A); but does not include (i) a person whose advice is furnished
  solely through uniform publications distributed to subscribers
  thereto, (ii) a person who furnishes only statistical and other
  factual information, advice regarding economic factors and
  trends, or advice as to occasional transactions in specific
  securities, but without generally furnishing advice or making
  recommendations regarding the purchase or sale of securities,
  (iii) a company furnishing such services at cost to one or more
  investment companies, insurance companies, or other financial
  institutions, (iv) any person the character and amount of whose
  compensation for such services must be approved by a court, or
  (v) such other persons as the Commission may by rules and
  regulations or order determine not to be within the intent of
  this definition.
    (21) "Investment banker" means any person engaged in the
  business of underwriting securities issued by other persons, but
  does not include an investment company, any person who acts as an
  underwriter in isolated transactions but not as a part of a
  regular business, or any person solely by reason of the fact that
  such person is an underwriter for one or more investment
  companies.
    (22) "Issuer" means every person who issues or proposes to
  issue any security, or has outstanding any security which it has
  issued.
    (23) "Lend" includes a purchase coupled with an agreement by
  the vendor to repurchase; "borrow" includes a sale coupled with a
  similar agreement.
    (24) "Majority-owned subsidiary" of a person means a company 50
  per centum or more of the outstanding voting securities of which
  are owned by such person, or by a company which, within the
  meaning of this paragraph, is a majority-owned subsidiary of such
  person.
    (25) "Means or instrumentality of interstate commerce" includes
  any facility of a national securities exchange.
    (26) "National securities exchange" means an exchange
  registered under section 6 of the Securities Exchange Act of 1934
  [15 U.S.C. 78f].
    (27) "Periodic payment plan certificate" means (A) any
  certificate, investment contract, or other security providing for
  a series of periodic payments by the holder, and representing an
  undivided interest in certain specified securities or in a unit
  or fund of securities purchased wholly or partly with the
  proceeds of such payments, and (B) any security the issuer of
  which is also issuing securities 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 of the character described in said clause
  (A) have upon completing the periodic payments for which such
  securities provide.
    (28) "Person" means a natural person or a company.
    (29) "Principal underwriter" of or for any investment company
  other than a closed-end company, or of any security issued by
  such a company, means any underwriter who as principal purchases
  from such company, or pursuant to contract has the right (whether
  absolute or conditional) from time to time to purchase from such
  company, any such security for distribution, or who as agent for
  such company sells or has the right to sell any such security to
  a dealer or to the public or both, but does not include a dealer
  who purchases from such company through a principal underwriter
  acting as agent for such company. "Principal underwriter" of or
  for a closed-end company or any issuer which is not an investment
  company, or of any security issued by such a company or issuer,
  means any underwriter who, in connection with a primary
  distribution of securities, (A) is in privity of contract with
  the issuer or an affiliated person of the issuer; (B) acting
  alone or in concert with one or more other persons, initiates or
  directs the formation of an underwriting syndicate; or (C) is
  allowed a rate of gross commission, spread, or other profit
  greater than the rate allowed another underwriter participating
  in the distribution.
    (30) "Promoter" of a company or a proposed company means a
  person who, acting alone or in concert with other persons, is
  initiating or directing, or has within one year initiated or
  directed, the organization of such company.
    (31) "Prospectus", as used in section 80a-22 of this title,
  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)]
  and currently in use. As used elsewhere, "prospectus" means a
  prospectus as defined in the Securities Act of 1933 [15 U.S.C.
  77a et seq.].
    (32) "Redeemable security" means any security, other than short-
  term paper, under the terms of which the holder, upon its
  presentation to the issuer or to a person designated by the
  issuer, is entitled (whether absolutely or only out of surplus)
  to receive approximately his proportionate share of the issuer'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; (D) a restatement of the capital of a
  company, or an exchange of securities issued by a company for any
  of its own outstanding securities; (E) a voluntary dissolution or
  liquidation of a company; (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 issued by a
  company, as provided in its charter or other instrument creating
  or defining such rights, preferences, and privileges; (G) an
  exchange of securities issued by a company for outstanding
  securities issued by another company or companies, preliminary to
  and for the purpose of effecting or consummating any of the
  foregoing; or (H) any exchange of securities by a company which
  is not an investment company for securities issued by a
  registered investment company.
    (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 or interest in a security, for value. Any security given
  or delivered with, or as a bonus on account of, any purchase of
  securities 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 to the public and that portion of the proceeds from its
  sale which is received and invested or held for investment by the
  issuer (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, "sales load"
  includes the sales load on any investment company securities 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, bond, debenture, evidence of indebtedness, certificate of
  interest or participation in any profit-sharing agreement,
  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 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 pursuant to the laws of any
  State 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.
    (38) "Short-term paper" means any note, draft, bill of
  exchange, 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, of a commercial rather than an investment
  character, as the Commission 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 who has purchased from an
  issuer with a view to, or sells for an issuer in connection with,
  the distribution of any security, 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 whose interest is limited to a commission from
  an underwriter or dealer not in excess of the usual and customary
  distributor's or seller's commission. As used in this paragraph
  the term "issuer" shall include, in addition to an issuer, any
  person directly or indirectly controlling or controlled by the
  issuer, or any person under direct or indirect common control
  with the issuer. When the distribution of the securities in
  respect of which any person is an underwriter is completed such
  person shall cease to be an underwriter in respect of such
  securities or the issuer thereof.
    (41) "Value", with respect to assets of registered investment
  companies, except as provided in subsection (b) of section 80a-28
  of this title, means - 
      (A) as used in sections 80a-3, 80a-5, and 80a-12 of this
    title, (i) with respect to securities 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 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; and (iii) with respect to securities 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 for which market quotations are readily available,
    the market value of such securities; and (ii) with respect to
    other securities and assets, fair value as determined in good
    faith by the board of directors;

  in each case as of such time or times as determined pursuant to
  this subchapter, and the rules and regulations issued by the
  Commission hereunder. Notwithstanding the fact that market
  quotations for securities issued by controlled companies are
  available, the board of directors may in good faith determine the
  value of such securities: Provided, That the value so determined
  is not in excess of the higher of market value or asset value of
  such securities in the case of majority-owned subsidiaries, and
  is not in excess of market value in the case of other controlled
  companies.
    For purposes of the valuation of those assets of a registered
  diversified company which are not subject to the limitations
  provided for in section 80a-5(b)(1) of this title, the Commission
  may, by rules and regulations or orders, permit any security 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 and 80a-12 of this
  title in lieu of values determined as provided in clause (A)
  above, the Commission shall by rules and regulations permit
  valuation of securities at cost or other basis in cases where it
  may be more convenient for such company 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 in which the
  securities of such company may be qualified for sale.
    The foregoing definition shall not derogate from the authority
  of the Commission with respect to the reports, information, and
  documents to be filed with the Commission by any registered
  company, or with respect to the accounting policies and
  principles to be followed by any such company, as provided in
  sections 80a-8, 80a-29, and 80a-30 of this title.
    (42) "Voting security" means any security presently entitling
  the owner or holder thereof to vote for the election of directors
  of a company. A specified percentage of the outstanding voting
  securities of a company 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
  are entitled to cast. The vote of a majority of the outstanding
  voting securities of a company means the vote, at the annual or a
  special meeting of the security holders of such company 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 are
  present or represented by proxy; or (B) of more than 50 per
  centum of the outstanding voting securities of such company,
  whichever is the less.
    (43) "Wholly-owned subsidiary" of a person means a company 95
  per centum or more of the outstanding voting securities of which
  are owned by such person, or by a company which, within the
  meaning of this paragraph, is a wholly-owned subsidiary of such
  person.
    (44) "Securities Act of 1933" [15 U.S.C. 77a et seq.],
  "Securities Exchange Act of 1934" [15 U.S.C. 78a et seq.],
  "Public Utility Holding Company Act of 1935",(!2) and "Trust
  Indenture Act of 1939" [15 U.S.C. 77aaa 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,
  homestead association, or similar institution, which is
  supervised and examined by State 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 which - 
      (A) is organized under the laws of, and has its principal
    place of business in, any State or States;
      (B) is neither an investment company as defined in section
    80a-3 of this title (other than a small business investment
    company which is licensed by the Small Business Administration
    to operate under the Small Business Investment Act of 1958 [15
    U.S.C. 661 et seq.] and which is a wholly-owned subsidiary of
    the business development company) nor a company which would be
    an investment company except for the exclusion from the
    definition of investment company in section 80a-3(c) of this
    title; and
      (C) satisfies one of the following:
        (i) it does not have any class of securities with respect
      to which a member of a national securities exchange, broker,
      or dealer 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 Exchange Act of 1934 [15 U.S.C. 78g];
        (ii) it is controlled by a business development company,
      either alone or as part of a group acting together, and such
      business development company in fact exercises a controlling
      influence over the management or policies of such eligible
      portfolio company and, as a result of such control, has an
      affiliated person who is a director of such eligible
      portfolio company;
        (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 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 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 means - 
      (A) any arrangement whereby a business development company,
    through its directors, 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;
      (B) the exercise by a business development company of a
    controlling influence over the management or policies of a
    portfolio company by the business development company acting
    individually or as part of a group acting together which
    controls such portfolio company; or
      (C) with respect to a small business investment company
    licensed by the Small Business Administration to operate under
    the Small Business Investment Act of 1958 [15 U.S.C. 661 et
    seq.], the making of loans to a portfolio company.

  For purposes of subparagraph (A), the requirement that a business
  development company make available significant managerial
  assistance shall be deemed to be satisfied with respect to any
  particular portfolio company where the business development
  company purchases securities of such portfolio company in
  conjunction with one or more other persons acting together, and
  at least one of the persons in the group makes available
  significant managerial assistance to such portfolio company,
  except that such requirement will not be deemed to be satisfied
  if the business development company, 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 which - 
      (A) is organized under the laws of, and has its principal
    place of business in, any State or States;
      (B) is operated for the purpose of making investments in
    securities described in paragraphs (1) through (3) of section
    80a-54(a) of this title, and makes available significant
    managerial assistance with respect to the issuers of such
    securities, provided that a business development company must
    make available significant managerial assistance only with
    respect to the companies which are treated by such business
    development company as satisfying the 70 per centum of the
    value of its total assets condition of section 80a-54 of this
    title; and 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
      (C) has elected pursuant to section 80a-53(a) of this title
    to be subject to the provisions of sections 80a-54 through 80a-
    64 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 matters.
    (50) "Foreign financial regulatory authority" means any (A)
  foreign securities authority, (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 (including any person who holds a
    joint, community property, or other similar shared ownership
    interest in an issuer that is excepted under section 80a-
    3(c)(7) of this title with that person's qualified purchaser
    spouse) who owns not less than $5,000,000 in investments, as
    defined by the Commission;
      (ii) any company 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 who are related as siblings or spouse
    (including former spouses), or direct lineal descendants by
    birth or adoption, spouses of such persons, the estates of such
    persons, or foundations, charitable organizations, or trusts
    established by or for the benefit of such persons;
      (iii) any trust that is not covered by clause (ii) and that
    was not formed for the specific purpose of acquiring the
    securities offered, as to which the trustee or other person
    authorized to make decisions with respect to the trust, and
    each settlor or other person who has contributed assets to the
    trust, is a person described in clause (i), (ii), or (iv); or
      (iv) any person, acting for its own account or the accounts
    of other qualified purchasers, who in the aggregate owns and
    invests on a discretionary basis, not less than $25,000,000 in
    investments.

    (B) The Commission may adopt such rules and regulations
  applicable to the persons and trusts specified in clauses (i)
  through (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" does not include a company
  that, but for the exceptions provided for in paragraph (1) or (7)
  of section 80a-3(c) of this title, would be an investment company
  (hereafter in this paragraph referred to as an "excepted
  investment company"), unless all beneficial owners of its
  outstanding securities (other than short-term paper), determined
  in accordance with section 80a-3(c)(1)(A) of this title, that
  acquired such securities 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 (other than short-term paper) of any
  excepted investment company that, directly or indirectly, owns
  any outstanding securities of such excepted investment company,
  have consented to its treatment as a qualified purchaser.
  Unanimous consent of all trustees, directors, or general partners
  of a company or trust referred to in clause (ii) or (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 Exchange Act of 1934 [15 U.S.C. 78c(a)(55)].
    (53) The term "credit rating agency" has the same meaning as in
  section 3 of the Securities Exchange Act of 1934 [15 U.S.C. 78c].
(b) Applicability to government
  No provision in this subchapter shall apply to, or be deemed to
include, the United States, a State, or any political subdivision
of a State, 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 is engaged in
rulemaking and is required to consider or determine whether an
action is consistent with the public interest, the Commission shall
also consider, in addition to the protection of investors, whether
the action will promote efficiency, competition, and capital
formation.