chase of securities or any other thing, shall be concluresumed to constitute a part of the subject of such purand to have been offered and sold for value. The issue sfer of a right or privilege, when originally issued or rred with a security, giving the holder of such security nt to convert such security into another security of the suer or of another person, or giving a right to subscribe her security of the same issuer or of another person, right cannot be exercised until some future date, shall deemed to be an offer or sale of such other security; but ue or transfer of such other security upon the exercise right of conversion or subscription shall be deemed a such other security.

The term "issuer" means every person who issues or
es to issue any security; except that with respect to cer-
s of deposit, voting-trust certificates, or collateral-trust
ates, or with respect to certificates of interest or shares
nincorporated investment trust not having a board of
s (or persons performing similar functions) or of the
estricted management, or unit type, the term "issuer"
the person or persons performing the acts and assuming
ies of depositor or manager pursuant to the provisions
trust or other agreement or instrument under which
ecurities are issued; except that in the case of an unin-
ted association which provides by its articles for limited
w of any or all of its members, or in the case of a trust,
tee, or other legal entity, the trustees or members
shall not be individually liable as issuers of any secu-
ued by the association, trust, committee, or other legal
except that with respect to equipment-trust certificates
securities, the term "issuer" means the person by whom
ipment or property is or is to be used; and except that
spect to fractional undivided interests in oil, gas, or
ineral rights, the term "issuer" means the owner of any
ght or of any interest in such right (whether whole or
al) who creates fractional interests therein for the pur-
public offering.

The term "Commission" means the Securities and Ex-
Commission.

The term "Territory" means Puerto Rico, the Virgin Is-
and the insular possessions of the United States. 1
The term "interstate commerce" means trade or com-
n securities or any transportation or communication re-

Philippine Islands" were deleted from the definition of the term "Territory" on sidential Proclamation No. 2695, effective July 4, 1946 (11 F.R. 7517; 60 Stat. nted independence to the Philippine Islands.

(10) The term "prospectus" means any prospectu circular, advertisement, letter, or communication, wri radio or television, which offers any security for sal firms the sale of any security; except that (a) a comm sent or given after the effective date of the registrat ment (other than a prospectus permitted under subs of section 10) shall not be deemed a prospectus if it that prior to or at the same time with such commun written prospectus meeting the requirements of subs of section 10 at the time of such communication wa given to the person to whom the communication w and (b) a notice, circular, advertisement, letter, or co tion in respect of a security shall not be deemed to spectus if it states from whom a written prospectus the requirements of section 10 may be obtained and tion, does no more than identify the security, state thereof, state by whom orders will be executed, an such other information as the Commission, by rules tions deemed necessary or appropriate in the publi and for the protection of investors, and subject to su and conditions as may be prescribed therein, may per

(11) The term "underwriter" means any person purchased from an issuer with a view to, or offers of an issuer in connection with, the distribution of any or participates or has a direct or indirect participati such undertaking, or participates or has a participati direct or indirect underwriting of any such underta such term shall not include a person whose interest to a commission from an underwriter or dealer not of the usual and customary distributors' or sellers' co As used in this paragraph the term "issuer” shall i addition to an issuer, any person directly or indirectl ling or controlled by the issuer, or any person under indirect common control with the issuer.

(12) The term "dealer" means any person who en ther for all or part of his time, directly or indirectly, broker, or principal, in the business of offering, buyin or otherwise dealing or trading in securities issued b person.

(13) The term "insurance company" means a which is organized as an insurance company, whose and predominant business activity is the writing of or the reinsuring of risks underwritten by insuranc

Cviuvia, vi vi Calaua or any province thereof,

ncome, gains and losses, whether or not realized, from allocated to such account, are, in accordance with the ble contract, credited to or charged against such account regard to other income, gains, or losses of the insur

mpany.

O The term "accredited investor" shall mean

(i) a bank as defined in section 3(a)(2) of the Act ether acting in its individual or fiduciary capacity; an urance company as defined in section 2(13) of the Act; investment company registered under the Investment mpany Act of 1940 or a business development company defined in section 2(a)(48) of that Act; a Small Business estment Company licensed by the Small Business Adnistration; or an employee benefit plan, including an inidual retirement account, which is subject to the provins of the Employee Retirement Income Security Act of 4,1 if the investment decision is made by a plan fidury, as defined in section 3(21) of such Act, which is eir a bank, insurance company, or registered investment viser; or

(ii) any person who, on the basis of such factors as ficial sophistication, net worth, knowledge, and experice in financial matters, or amount of assets under manement qualifies as an accredited investor under rules d regulations which the Commission shall prescribe.

EXEMPTED SECURITIES 2

[77c] (a) Except as hereinafter expressly provided, the of this title shall not apply to any of the following class

ies:

Reserved.

Any security issued or guaranteed by the United States Territory thereof, or by the District of Columbia, or by te of the United States, or by any political subdivision te or Territory, or by any public instrumentality of one è States or Territories, or by any person controlled or sed by and acting as an instrumentality of the Governf the United States pursuant to authority granted by gress of the United States; or any certificate of deposit of the foregoing; or any security issued or guaranteed

1 et seq. (Printed in appendix to this volume.]

emptions contained at: 7 U.S.C. 1932(dX6); 12 U.S.C. 1455, 1717, 1719, 1723c; ote; 20 U.S.C. 1087-2, 1087hh; 22 U.S.C. 283(h), 285h, 286k-1, 290i-9; 43 d 45 U.S.C. 720. [Printed in appendix to this volume except for 7 U.S.C. 5 U.S.C. 77c.]

such Code (determined as if paragraphs (4)(A), (5), were not included in such section 103(c)), paragraph ( section 103(c) does not apply to such security; or an or participation in a single trust fund, or in a collec fund maintained by a bank, or any security arising contract issued by an insurance company, which inte ticipation, or security is issued in connection with (A bonus, pension, or profit-sharing plan which meets th ments for qualification under section 401 of the Inter nue Code of 1954,3 (B) an annuity plan which mee quirements for the deduction of the employer's con under section 404(a)(2) of such Code,4 or (C) a gove plan as defined in section 414(d) of such Code 5 which established by an employer for the exclusive benefit ployees or their beneficiaries for the purpose of distr such employees or their beneficiaries the corpus and the funds accumulated under such plan, if under su is impossible, prior to the satisfaction of all liabilities spect to such employees and their beneficiaries, for a the corpus or income to be used for, or diverted to, other than the exclusive benefit of such employees beneficiaries, other than any plan described in claus or (C) of this paragraph (i) the contributions under held in a single trust fund or in a separate account m by an insurance company for a single employer a which an amount in excess of the employer's contribu located to the purchase of securities (other than in participations in the trust or separate account itself) the employer or any company directly or indirectly co controlled by, or under common control with the emp which covers employees some or all of whom are within the meaning of section 401(c)(1) of such Cod which is a plan funded by an annuity contract describ tion 403(b) of such Code. The Commission, by rules lations or order, shall exempt from the provisions of of this title any interest or participation issued in c

1Section 103(c) of the Internal Revenue Code of 1954 redesignated as section 103 1901(a)(17) of Pub. L. 94-455 (26 U.S.C. 103(b)). [Printed in appendix to this volum 2 Paragraph (7) redesignated as paragraph (13) (26 U.S.C. 103(b)(13)). [Printed to this volume.]

326 U.S.C. 401. [Printed in appendix to this volume.]
426 U.S.C. 404(a)(2). [Printed in appendix to this volume.]
526 U.S.C. 414(d). [Printed in appendix to this volume.]
626 U.S.C. 403(b). [Printed in appendix to this volume.]

-poses of

paragraph, a security issued or guarana bank shall not include any interest or participation collective trust fund maintained by a bank; and the ank" means any national bank, or any banking instituganized under the laws of any State, territory, or the of Columbia, the business of which is substantially d to banking and is supervised by the State or terrianking commission or similar official; except that in the a common trust fund or similar fund, or a collective nd, the term "bank” has the same meaning as in the ment Company Act of 1940;

Any note, draft, bill of exchange, or banker's acceptance arises out of a current transaction or the proceeds of ave been or are to be used for current transactions, and as a maturity at the time of issuance of not exceeding onths, exclusive of days of grace, or any renewal thereof curity of which is likewise limited;

Any security issued by a person organized and operated vely for religious, educational, benevolent, fraternal, ole, or reformatory purposes and not for pecuniary profno part of the net earnings of which inures to the beney person, private stockholder, or individual;

Any security issued (A) by a savings and loan associauilding and loan association, cooperative bank, homeassociation, or similar institution, which is supervised mined by State or Federal authority having supervision y such institution; or (B) by (i) a farmer's cooperative ation exempt from tax under section 521 of the Internal e Code of 1954,1 (ii) a corporation described in section 6) of such Code 2 and exempt from tax under section of such Code, or (iii) a corporation described in section 2) of such Code which is exempt from tax under section of such Code and is organized for the exclusive purpose ing title to property, collecting income therefrom, and I over the entire amount thereof, less expenses, to an orion or corporation described in clause (i) or (ii);

Any interest in a railroad equipment trust. For purf this paragraph "interest in a railroad equipment trust" any interest in an equipment trust, lease, conditional ontract, or other similar arrangement entered into, isssumed, guaranteed by, or for the benefit of, a common to finance the acquisition of rolling stock, including mover;

1. [Printed in appendix to this volume.]

1(c)(16). [Printed in appendix to this volume.]