pensation of officers or employees of the United States; and the Commission may, subject to the civil-service laws, appoint such other officers and employees as are necessary in the execution of the functions of the Commission and fix their salaries in accordance with the Classification Act of 1923, as amended. SEPARABILITY OF PROVISIONS SEC. 219. If any provision of this title or the application of such provision to any person or circumstances shall be held invalid, the remainder of the title and the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. SHORT TITLE SEC. 220. This title may be cited as the "Investment Advisers Act of 1940". EFFECTIVE DATE SEC. 221. This title shall become effective on November 1, 1940. TITLE III-AMENDMENT OF SECURITIES ACT OF 1933 SEC. 301. Section 8 (a) of the Securities Act of 1933, as amended, is amended to read as follows: "SEC. 8. (a) Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement." Approved, August 22, 1940. [PUBLIC LAW 258-78TH CONGRESS] [CHAPTER 101-2D SESSION] (S. 1146] AN ACT To amend section 31 of the Securities Exchange Act of 1934. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That section 31 of the Securities Exchange Act of 1934 is amended to read as follows: "REGISTRATION FEES "SEC. 31. Every national securities exchange shall pay to the Commission on or before March 15 of each calendar year a registration fee for the privilege of doing business as a national securities exchange during the preceding calendar year or any part thereof. Such fee shall be in an amount equal to one five-hundredths of 1 per centum of the aggregate dollar amount of the sales of securities (other than securities which are direct obligations of or obligations guaranteed as to principal or interest by the United States or such securities issued or guaranteed by corporations in which the United States has a direct or an indirect interest as shall be designated for exemption from the provisions of this section by the Secretary of the Treasury) transacted on such national securities exchange during the preceding calendar year and subsequent to its registration as a national securities exchange." Approved March 17, 1944. [PUBLIC LAW 55-79TH CONGRESS] AN ACT To amend section 3 (b) of the Securities Act of 1933, as amended, so as to permit exemption of security issues not exceeding $300,000 from the provisions of such Act. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That subsection (b) of section 3 of the Securities Act of 1933, as amended, is amended by striking out "$100,000" where it appears in such subsection, and inserting in lieu thereof "$300,000". Approved May 15, 1945. To amend certain provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, and the Investment Company Act of 1940. Be it enacted by the Senate and House of Representatives of the. United States of America in Congress assembled, TITLE I-AMENDMENTS TO SECURITIES ACT OF 1933, AS AMENDED Securities aots, etc. Amendments. SECTION 1. Paragraph (3) of section 2 of the Securities Act of 1933 48 Stat. 74. is amended to read as follows: 15 USC 77b. "(3) The term 'sale' or 'sell' shall include every contract of sale or "Sale", eto. disposition of a security or interest in a security, for value. The term 'offer to sell', 'offer for sale', or 'offer' shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. The terms defined in this paragraph and the term 'offer to buy' as used in subsection (c) of section 5 shall Post, p. 685. not include preliminary negotiations or agreements between an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer) and any underwriter or among underwriters who are or are to be in privity of contract with an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer). 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 offered and sold for value. The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving the holder of such security the right to convert such security into another security of the same issuer or of another person, or giving a right to subscribe to another security of the same issuer or of another person, which right cannot be exercised until some future date, shall not be deemed to be an offer or sale of such other security; but the issue or transfer of such other security upon the exercise of such right of conversion or subscription shall be deemed a sale of such other security." SEO. 2. Paragraph (8) of section 2 of the Securities Act of 1933 15 USC 77b. is amended to read as follows: "(8) The term 'registration statement' means the statement pro- "Registration vided for in section 6, and includes any amendment thereto and any statement." report, document, or memorandum filed as part of such statement or 15 USC 777. incorporated therein by reference." SEC. 3. Paragraph (10) of section 2 of the Securities Act of 1933, 15 USC 77b. as amended, is amended to read as follows: "(10) The term 'prospectus' means any prospectus, notice, circular, "Prospectus." advertisement, letter, or communication, written or by radio or tele vision, which offers any security for sale or confirms the sale of any 68 Stat. 683. security; except that (a) a communication sent or given after the 68 Stat. 684. effective date of the registration statement (other than a prospectus permitted under subsection (b) of section 10) shall not be deemed a Post, p. 685. prospectus if it is proved that prior to or at the same time with such communication a written prospectus meeting the requirements of subsection (a) of section 10 at the time of such communication was sent or given to the person to whom the communication was made, and (b) a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom (274) 15 USC 77b. 48 Stat. 906. 15 USC 770. 48 Stat. 906. 15 USC 77d. Exemptions. 15 USC 77h. 15 USC 778, 68 Stat. 684. 68 Stat. 685. Infra.. a written prospectus meeting the requirements of section 10 may be obtained and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed, and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest and for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit." SEC. 4. Paragraph (11) of section 2 of the Securities Act of 1933 is amended by inserting the words "offers or" before the word "sells". SEC. 5. Paragraph (11) of section 3 (a) of the Securities Act of 1933, as amended, is amended by inserting the words "offered and" before the word "sold". SEC. 6. Section 4 (1) of the Securities Act of 1933, as amended, is amended to read as follows: "(1) Transactions by any person other than an issuer, underwriter, or dealer; transactions by an issuer not involving any public offering; or transactions by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transaction), except transactions taking place prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter and transactions in a security as to which a registration statement has been filed taking place prior to the expiration of forty days after the effective date of such registration statement or prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later (excluding in the computation of such forty days any time during which a stop order issued under section 8 is in effect as to the security), and except transactions as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter." SEC. 7. Section 5 of the Securities Act of 1933 is amended to read as follows: "PROHIBITIONS RELATING TO INTERSTATE COMMERCE AND THE MAILS "SEC. 5. (a) Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly (1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or "(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale. "(b) It shall be unlawful for any person, directly or indirectly— "(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this title, unless such prospectus meets the requirements of section 10; or "(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of section 10. "(c) It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communi cation in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 8." SEC. 8. Section 10 of the Securities Act of 1933, as amended, is 15 USC 773. amended to read as follows: "INFORMATION REQUIRED IN PROSPECTUS "SEC. 10. (a) Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)— "(1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A; "(2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B; "(3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection (a) when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense; "(4) there may be omitted from any prospectus any of the information required under this subsection (a) which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors. 15 USC 77h. "(b) In addition to the prospectus permitted or required in subsection (a), the Commission shall by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors permit the use of a prospectus for the purposes of subsection (b) (1) of section 5 which omits in part or summarizes information in Ante, p. 684. the prospectus specified in subsection (a). A prospectus permitted under this subsection shall, except to the extent the Commission by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors otherwise provides, be filed as part of the registration statement but shall not be deemed a part of such registration statement for the purposes of section 11. The Com- 15 USC 77k. mission may at any time issue an order preventing or suspending the use of a prospectus permitted under this subsection (b), if it has reason to believe that such prospectus has not been filed (if required to 68 Stat. 685. be filed as part of the registration statement) or includes any untrue 68 Stat. 686. statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such prospectus is or is to be used, not misleading. Upon issuance of an order under this subsection, the Commission shall give notice of the issuance of such order and opportunity for hearing by personal service or the sending of confirmed telegraphic notice. The Commission shall vacate or modify the order at any time for good cause or if such prospectus has been filed or amended in accordance with such order. |