Page:United States Statutes at Large Volume 54 Part 1.djvu/825

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54 STAT.] 76TH CONG. , 3D SESS.-CH. 686-AUG. 22, 1940 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 deter- mine 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, con- trolled, or held with power to vote by such other person; (C) any person directly or indirectly controlling, controlled by, or under com- mon 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 part- nership 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 banking institution organized under the laws of the United States, (B) a member bank of the Federal Reserve System, (C) any other banking institution or trust com- pany, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the busi- ness of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under section 11 (k) of the Federal Reserve Act, as amended, and which is super- vised and examined by State or Federal authority having supervi- sion over banks, and which is not operated for the purpose of evading the provisions of this title, 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) "Broker" means any person engaged in the business of effect- ing transactions in securities for the account of others, but does not include a bank or 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 associa- tion, a joint-stock company, a trust, a fund, or any organized group of persons whether incorporated or not; or any receiver, trustee in bankruptcy 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 com- 791 "Affiliated com- pany." "Affiliated person." "Assignment." "Bank." 38 Stat. 262. 12U. S .C. §248(k); Supp. V, § 248 (k). "Broker." "Commission." "Company." " Control."