Page:United States Statutes at Large Volume 54 Part 1.djvu/829

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54 STAT.] 76TH CONG. , 3D SESS.-CH. 686 -AUG. 22, 1940 outstanding securities issued by another company or companies, pre- liminary 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. (33) "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. (34) "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 custo- dian's fees, insurance premiums, issue taxes, or administrative expenses or fees which are not properly chargeable to sales or promo- tional activities. In the case of a periodic payment plan certificate, "sales load" includes the sales load on any investment company securi- ties in which the payments made on such certificate are invested, as well as the sales load on the certificate itself. (35) "Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or partici- pation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, invest- ment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, tem- porary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. (36) "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. (37) "State" means any State of the United States, the District of Columbia, Alaska, Hawaii, Puerto Rico, the Philippine Islands, the Canal Zone, the Virgin Islands, or any other possession of the United States. (38) "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 par- ticipation in the direct or indirect underwriting of any such under- taking; 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 con- trol 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. 795 "Sale," "sell," "offer to sell," "offer for sale." "Sales load." "Security." "Short-term paper." "State." "Underwriter. " "Issuer."