For purposes of this part, the following definitions apply:

(a) Accredited investor means the same as in SEC Rule 501(a) (17 CFR 230.501(a)).

(b) Dealer means the same as in section 2(a)(12) of the Securities Act (15 U.S.C. 77b(a)(12)).

(c) Exchange Act means the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).

(d) Insured depository institution means the same as in section 3(c)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(c)(2)).

(e) Federal savings association means an existing Federal savings association chartered under section 5 of the Home Owners' Loan Act (HOLA) (12 U.S.C. 1464 et seq.) or a Federal savings association in organization.

(f) Investment grade means the issuer of a security has an adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely repayment of principal and interest is expected.

(g) Issuer means a national bank or Federal savings association that issues or proposes to issue any security.

(h) National bank means an existing national bank, a national bank in organization, or a Federal branch or agency of a foreign bank.

(i) Nonconvertible debt means a general obligation of the national bank or Federal savings association, whether senior or subordinated, that is not convertible into any class of common or preferred stock or any derivative thereof.

(j) Person means the same as in section 2(a)(2) of the Securities Act (15 U.S.C. 77b(a)(2)) and includes a national bank and a Federal savings association.

(k) Prospectus means an offering document that includes the information required by section 10(a) of the Securities Act (15 U.S.C. 77j(a)).

(l) Registration statement means a filing that includes the prospectus and other information required by section 7 of the Securities Act (15 U.S.C. 77g).

(m) Sale, sell, offer to sell, offer for sale, and offer mean the same as in section 2(a)(3) of the Securities Act (15 U.S.C. 77b(a)(3)).

(n) SEC means the Securities and Exchange Commission. When used in the rules, regulations, or forms of the SEC referred to in this part, the term “SEC” shall be deemed to refer to the OCC.

(o) Securities Act means the Securities Act of 1933 (15 U.S.C. 77a et seq.).

(p) Security means the same as in section 2(a)(1) of the Securities Act (15 U.S.C. 77b(a)(1)).

(q) Underwriter means the same as in section 2(a)(11) of the Securities Act (15 U.S.C. 77b(a)(11)). SEC Rules 137, 140, 141, 142, and 144 (17 CFR 230.137, 230.140, 230.141, 230.142, and 230.144) (which apply to section 2(a)(11) of the Securities Act) apply to this part.

[59 FR 54798, Nov. 2, 1994, as amended at 73 FR 22243, Apr. 24, 2008; 77 FR 35258, June 13, 2012; 82 FR 8107, Jan. 23, 2017]